Forlorn Hope
by DevinBourdain
Summary: The world is dark and covered in blue malice. Despite Loki's rule there is a glimmer of hope, a chance that the rebels led by Tony Stark may see Coulson save the day yet. An AU story that will work itself back into the regular timeline.
1. Chapter 1

Disclaimer: The Avengers characters are not mine, just borrowed for this story.

Reviews are always welcome and appreciated

Warnings: language and violence. Main character death and death of children. If you are concerned or have any questions please message me.

**Forlorn Hope**

The world was quiet for once.

It was almost ironic since Thor himself was so loud and full of life despite the hardships that had befallen Earth. The few souls that had gathered looked down upon at their fallen warrior. Coulson wasn't sure where Stark had found Thor's cape, but it was fitting to send the god off looking like the king he should have been.

Natasha tapped her comm. unit, listening to the reports from the sentries still out in the field; there was no good news to attempt to balance out the sorrow she felt. As the report concluded, she turned to her fellow fighters, "We need to finish this, Zeke has eyes on an enemy patrol heading this way."

Stark nodded to the two men at the shore line and they pushed the pyre carrying the fallen warrior out towards the open water. "Didn't they use to set fire to these things?"

"Yes. An archer would light an arrow and set the pyre ablaze when it moved out to sea." Phil had to admit there was something so final about that action; that it was admitting that they really had lost Thor. The irony of his statement regarding the archer burned his throat in addition to the sorrow he felt over the loss.

"Yeah, well we're not calling him, so this will have to do," snapped Tony as he pulled a small bottle of booze from his coat pocket. Stuffing a handkerchief down the neck of the bottle he lit the end and flung the bottle with all his might towards Thor's body. The flames splashed over the pyre and engulfed it in its entirety.

Only Coulson, Romanoff and Stark stayed to watch the flames do their work. The few others that had boldly ventured to see their comrade laid to rest had left for the safety of the underground bunker. The three friends were silent as the fire slowly died and the remains of the once proud man they called Thor slowly sunk to the bottom of the ocean.

"I'm done with this crap," shouted Stark with a finality that suggested that the smile the man had always worn in the past had finally cracked and faded with time**.** The bitterness in his voice bit into his companions. The inventor stormed off in the opposite direction of home; his heavy footsteps leaving large indents in the soft earth and his irate mumbles floating in the wind.

"Let him go," said Natasha as she placed a hand on Phil's shoulder to stop him from following Tony. "He'll come back when he's ready. You know how he is."

Coulson nodded and followed behind Natasha. It was a long walk back to the bunker and night was closing in. There still was the advancing patrol to try and avoid as well. They kept their ears strained and eyes sharply searching the woods, the silence around them never soft enough for comfort, but never loud enough to know something was wrong. It kept them on edge, at all times, to the point where if you spent too much time away from the bunker, sanity would be hanging from a thin string. Whoever would have thought they would miss loud things such as traffic and crowded streets?

* * *

It was well after midnight when Coulson heard the sound of Stark'smutterings echoing up from his makeshift lab.

"I see you made it back," stated Phil who was trying to assess the condition of their leader. Before it would have been easier to say that they'd been through worse, but now that was the farthest thing from the truth. The war was taking a toll on all of them and he could see the man before him starting to come apart at the seams. It was happening to all of them, one attack at a time, but Stark was more important than most of them put together. One way or another he had to keep the man sane, even if that meant having awkward midnight conversations with a bitter drunk.

"Where else would I go? Loki has control over everything; it's not like we can hide anywhere else." They were the acidic ramblings of a drunk but neverthelesstrue.

They had lost contact with the other resistance cell several months back and one could only assume that Loki had been successful in wiping them out. It was a terrible thought that they were all that remained of the free humans. The death and destruction of the Chitauri invasion that started in New York had killed billions. Loki had made slaves out of those he decided to spare from death and over the years the number of freedom fighters haddwindled. Phil would never admit it out loud, especially after everything and everyone it had cost them, but they were fighting a losing battle.

They had started off with hope, even after the invasion had devastated SHIELD's numbers, hope that the human race was resilient enough to fight the alien infection now enveloping the planet. The first of many blows had been personal, as Loki personally ran his scepter through Director Fury on the Helicarrier, leaving the organization directionless. To Coulson's, and many other peoples' surprise, Stark rose to the occasion. Iron Man became the beacon in which to rally behind.

After losing New York, desperation set in, and Coulson and Romanoff went to try and get Banner to reconsider joining their cause. They needed a heavy hitter and who better than the Hulk to try and tangle with a crazed god? It wasn't an easy sell, but Phil had managed to appeal to some small seed of righteousness in Bruce. Earth's mightiest heroes: Stark, Banner, Romanoff and Thor, united to form the Avengers, because there was really nothing left to do but avenge the atrocities that Loki brought.

Thor had often claimed that if he could just find a way to pull his hammer from the stone in which it had been encased, he would be bestowed the powers of a god. Unfortunately, the hammer never budged, and the fairy tale of having a god fight on their side faded to dust.

Still they had a fighting force and a leader, so there was always the possibility they could win. The years of battle had slowly killed that hope as one by one, everyone around them started to succumb to the darkness and perish under Loki's gaze. Pepper had been killed during an attack at the SHIELD facility they were using as their base of operations. After that, Tony seemed to spend more time with a bottle than any of the people serving with him. Banner perished at the hands of Loki's general two years after that. The Hulk was no match for the well placed arrow through the eye. Banner finally found the release of death he had been looking for, though it was not at his hand but rather by the hand of someone who should have been their ally had Loki not twisted his soul when the god arrived in New Mexico.

Now Thor was dead as well. Loki had decimated Asgard and been hell bent on destroying the one reminder of his former world. It was a glorious battle, one befitting a warrior but still it was a friend who lost his life that day.

"What are we going to do Stark? We're running out of people and options." It wasn't said with criticism or anger but with genuine concern. Phil had promises to keep and failing now wasn't an option. There were other ways he wished he could address the subject, but desperation was creeping down on them all and he could not afford to be anything but blunt.

"You think I don't know that!" shouted Tony, the tone of his voice going from sorrowful to guilt and anger, as he swept his arm over the table, pushing the piles of research to scatter on the floor. Unaware, or perhaps uncaring of his creator's pain, DUMMY wheeled in and loyally began cleaning up the mess.

"Would you stop… don't, just leave the mess." It was frustrating trying to cause a scene only to have one of his inventions remove all evidence.

"Stark, leave the robot. We need a plan," Phil reiterated firmly, ignoring the dramatics that not even war could burn out of Stark.

Shrugging his shoulders, Tony paused, before reluctantly admitting, "I have an idea."

Phil followed him over to the large computer screen in the wall, made out of scrap and parts that belonged in something from decades ago, not to be used in something so innovative. Yet there is was; it never ceased to amaze the agent just what Stark could put together out of virtually tapped something out on the keyboard and the screen lit up displaying documents that Phil was very familiar with.

"Captain America, super soldier extraordinaire," declared Tony with a faint flare to his voice that Coulson had not heard in so long; it soothed due to the familiarity and ached with the truth that this used to be normal.

"I'm familiar with the project."

"Then you know the serum worked on him. He's the only one that the serum ever worked on. If we can recover the body, I'm pretty sure I can duplicate the serum and we can start giving our people superpowers."

"You want to create super soldiers?" Phil had read all the reports of people who had tried that idea and the disastrous results. Things must have reached a new level of desperate if Stark was willing to subject innocent people to potentially suffering the same horrors as Banner exposed himself to.

"Loki's kicking our ass. We need an edge if we're even going to survive to the end of the year. This could be our chance**,** you can't deny that Agent."

"There's just one problem, Howard never found Captain Rogers."

"True, dad did miss the mark with that one but I have his search data so we can eliminate those areas. Now I know that Fury had material pertaining to this project; perhaps there's something there that can help us narrow it down even more."

"There was a SHIELD storage facility around here. If Loki hasn't destroyed it, we might be able to retrieve the Captain America locker," informed Coulson, the risks involved in reaching the facility already weighing themselves in his mind, it could be bad; but as Stark had said, this could be their chance, their only chance.

Tony smiled, the wrinkles that were a part of his face crinkled in hope and perhaps even joy, instead of pain as they had over the last long years. "So we have a plan?"

"We have a plan," Phil concurred.


	2. Chapter 2

The wind whistled through the abandoned buildings that were still standing. The once bright and thriving metropolis was nothing more than washed out tones of grey and dried blood. Death's eerie silence had settled on the streets.

Clint was perched on the balcony railing of the former Stark Tower; his eyes constantly searching the grounds below. The resistance had become desperate in the last few months and insisted on launching foolhardy attacks on the Tower. They were nothing more than annoying, but they did give Barton some target practice. Loki, on the other hand, saw them as direct affronts to his authority and demanded the rebels be dealt a serious blow to deter such actions.

There was something calming about being on the balcony, almost peaceful. It reminded the archer of a time he had long since forgotten but desperately ached to remember. It was something bright and warm, so different than the present; he tried to think, to remember, but there was only icy stares and stone cold orders. It was always difficult to remember times before Loki came and showed him the way, but sometimes when he was by himself up high, it felt as though those times were special too.

"Barton! Here now," demanded Loki from his throne room, his voice reverberating through the walls. Clint sighed and made one last sweeping glance of the streets below before he climbed off of the railing and made his way back inside.

Loki sat with one leg over the armrest of his throne, idly twirling his scepter. A scowl crossed his face as his general came in from the balcony. The god had to admit that the archer had been a valuable asset to his plans, but still the humans were resisting him. There weren't many left but enough to cause the trickster problems. He wanted total obedience and the spines of the humans to break as they bowed; he would accept nothing less and the fact that they were still fighting was turning his irritation into anger.

Kneeling before his god, Clint bowed his head.

"The rebels attacked the workers erecting a monument to my greatness yesterday," hissed Loki.

"Yes sir, but they were unsuccessful in destroying it," assured Barton, learning to be wary of his master when such a foul mood hung over the other's head.

"Walk with me," commanded Loki as he rose from his throne and moved down the hall. Clint obediently followed his master. "I thought you were taking care of that little problem."

"I can assure you they will be stopped. They failed yesterday and the blow you delivered them when you killed your brother has devastated them. It's only a matter of time before they are all dead," promised the archer, his tone emotionless and factual.

Loki turned abruptly and slammed Clint against the wall; his hand closing tightly against the archer's throat. Barton reflexively brought his hands up to try and pull the hand away but Loki's sharp backhand reminded him not to deter Loki's will. If his god wanted to crush the life out of him, then he would oblige; that was his purpose in life.

Loki moved his hand slightly higher to force his general to look him in the eye. He leaned in close enough for his spittle to land on the other man's chin. "I know that redheaded harlot escaped you again. You are failing me Barton, and you know how I feel about failure!"

Loki released his suffocating hold and Barton dropped to his knees sucking in ragged breaths. Clint fought back the horrible feeling of dread at the possibility of failing to see his god's demands fulfilled. It was a crushing pain in his chest and he had to steady himself in order to utter, "I will not fail you again sir."

Without acknowledging the meaningless promises of a pathetic mortal, Loki turned on his heels and continued down the hall; Clint scrambled to his feet and trailed after with no concerns to the bruises that would form upon his skin. "They're planning something Barton, and I want to know what it is. They will not let my brother's death go unanswered and when they launch their wretched plan, I want to be in a position to crush them once and for all."

"I'll make sure that happens," insisted Clint. He waited until Loki waved him away and set forth to the armory. With SHIELD defeated and Stark Tower the jewel in Loki's crown, all the technological wonders that lay within were now at the archer's disposal. Loading his quiver and gathering his gear, Hawkeye prepared for his mission. The rebels were difficult to find and he would have to spend several days lurking around the ruins of the city to pick up their trail but he would do it; his god commanded it.

Checking the sentries, he made the decision to double the amount of guards before taking his leave. Quietly as the night that now gripped what was left of the metropolis of New York, Clint slipped out of the Tower. It was cold and wet, but he would not be deterred. After two days of sleeping on cold concrete ledges and twenty hour vigils, he finally spotted what he had been searching for.

He gripped his bow tightly and pulled back the string. It would be so easy to just let go and end Tony Stark right there but Clint held fast. His orders were to find out what the rebel's plans were. Taking out their leader would only fuel their fight. It would prolong the war, just as his master wanted to prevent; there's was nothing more that could drive a soul further than the concept of revenge. So he waited.

Killing Banner had dealt the rebel's a serious blow; their greatest weapon against Loki was dead but that had ignited something within the resistance and they came at Loki's forces much stronger. Not wanting a repeat, the archer simply followed Stark. He watched from up high as the former billionaire stumbled and staggered along the shore line ranting and raging to himself. Patience had its virtue, and eventually Stark wandered back to what appeared to be his base of operations.

A smile gripped Clint's lips and he hunkered down on his new perch. He now had the location of the last rebel stronghold. Loki would be pleased; he could finally rid the Earth of the human plague. All Clint had to do was watch and wait for them to tip their hand and reveal their plan. Their end would be swift and complete. It was a waiting game and Barton was very patient.

* * *

Clint slowly sat up; his muscles protesting the action all the way. Sleeping on concrete ledges was never comfortable, but leaving the target was not an option, not even for a few hours. There was too much at stake and he could not fail. His diligence was rewarded as he watched Coulson and Romanoff leave the bunker. He watched them for a few moments; his shot lined up to take out the Black Widow. Eliminating her would please Loki to no end but again Barton hesitated. He eased the tension on the string and tucked the arrow back in his quiver. He _would _kill her; he had to. He would just wait until after he learned their plan to do it.

Barton shook his head to silence the gentle whispers that haunted him every time Natasha came into sight. He couldn't allow the source of such doubt to continue to taunt him. Loki was his guiding hand and thinking otherwise would only lead to ruin. He stealthily made his way across the rooftops as Natasha and Phil set off across the ground.


	3. Chapter 3

Phil marched down the winding corridors of the bunker, ignoring anyone who crossed his path. He was on a mission and had no time for frivolous pleasantries. Stark had proposed a long shot but desperate times called for desperate measures. To attempt the impossible he was going to need the best at his side.

"Romanoff, with me," ordered Phil as he sailed through the space they had designated as the training area. Natasha made a quick correction to Zeke's form and left him to practice blocking blows against Nathan as she fell in step with Coulson.

"What's our play sir?" Natasha knew something was up when Phil failed to acknowledge the youngest members of their group. They had spent many hours debating if they were willing to cross that line, to teach children to be fighters. In the end, desperation had left them no choice, and it was teach the children to fight or they would perish at the hands of the Chitauri. None of them had felt good about putting weapons in such young hands, but everyone had to make the best of a horrible situation if they were going to survive.

Phil was always professional, but Romanoff noticed that this was professional on a mission. The agent had the tendency to become so singularly focused that he shut out the rest of the world. They reached the small armory before Coulson spoke again. With every ounce of professionalism he possessed, he tried to sell their objective: "Stark thinks he can use the Captain America research to replicate the serum."

"Isn't that what Banner was working on when he turned himself ... _green?"_

"Yes, but it worked on Captain Rogers. Stark believes he can use samples from Rogers to refine the serum and make it work for us."

Natasha paused, gathering her weapons. "There are a lot of maybes in this idea Coulson. Do you think it will work?"

"This is Tony we're talking about. I think if anyone stands a chance at it, it would be him."

"That's not what I was really asking." She had no problem risking her life for the resistances' objectives but she wasn't going to throw her life away for something they couldn't even pretend to believe in. Neither one took the opportunity to break out in a discussion about the ethics and consequences of resorting to such a final last resort. If they were desperate enough to start playing god with their own people, then it was truly dark times.

"Desperate times call for desperate measures," relented Coulson as he resigned himself to preparing for this mission and all the possible outcomes.

The pair set forth on foot, keeping to the back routes and alleyways. Hawkeye had patrols all over the city searching for anyone not loyal to the god. It caused Phil and Natasha to take twice as long to reach their destination, but they were very skilled with stealth before and the patrols rarely posed anything more than an inconvenience.

The building on top of the basement vault had seen better days but they managed to crawl through the rubble to the elevator shaft. Coulson pried open the doors and peered down the darkened shaft. Natasha tied off their lines and they climbed down to the basement. The soft blue light of the glow stick provided Romanoff with enough illumination to pick the lock on the vault. It took both of them to pry the door open and the lights slowly flickered on.

"Any idea which locker had the Captain America stuff in it?" asked Natasha as she eyed the impressive storage facility and what was likely to be a very long day if they had to search every locker.

"Without access to the SHIELD database we're going to have to go through them all," apologized Coulson.

Romanoff sighed, but shrugged off the impending challenge all the same."I need to practice my lock picking anyway."

It was tedious work but one by one the lockers succumbed to their talents. Locker 7394-8 clicked open and Natasha was rewarded with several cases labeled 'Captain Rogers.' "I found it Coulson!"

Phil paused in his own efforts and ran over to Natasha's side of the room. He smiled as something was finally going their way. This could finallychange the tide of the war and offer the resistance an edge they so desperately needed. The human race might survive to see the sun rise again. They began going through the cases creating a pile of anything that could help them locate Captain America and anything that could prove useful down the road. They filled one of the cases and were preparing to leave when an arrow implanted itself in the ground a foot away from them and began pumping gas into the room.

"Barton," hissed Romanoff as she took the handkerchief Phil was offering and tied it around her nose and mouth. They moved into the corner to try and get as far away from the gas as possible. "Is there another way out of here?"

Coulson looked around the room frantically. Clint would have the entrance blocked and it was unlikely they would be able to overpower the archer if they tried to take his position. They needed to get the case back to Stark. "There's access to the ventilation system over there," suggested Phil as he jerked his head towards the opposite side of the room.

Natasha popped up and took several shots at where she believed Clint was lurking. Just before she dropped back behind the crates they had taken cover behind, an arrow embedded in her side. She grunted with pain and pressed her back against the crate as she assessed the damage. It wasn't good and made escaping a lot more difficult.

"That's a lot of open space to try and cross with Hawkeye out there Coulson."

Phil nodded. This wasn't exactly how he pictured his final stand going. There was no way they could make it to the vent without giving the archer an opening.

"Stark's positive he can use this stuff to find Rogers and come up with something to defeat Loki?" asked Natasha. She stared into Coulson's eyes making sure she got the truth.

"Yes."

She motioned to the exit with her head and placed new clips into her guns. "Then you better get out of here Phil."

Coulson negated the idea.

"Someone needs to draw his fire and that's only going to happen if one of us gets close enough to him. Besides, what are you going to do? Carry me _and_ the case back to the bunker? You're good Coulson, but not that good."

"Natasha." The word felt heavy on his tongue and a pang of fear shot through Phil that it might be the last time her name left his lips.

"Go, I got this."

Phil took a moment to take in the incredible person the Black Widow had become. If someone had told him that they would become friends and be an almost unstoppable fighting force in the wake of such disaster when Barton first brought her in, he would have sent them for a psych consult. Here they were, the future of the world hanging in the balance, cornered in a long forgotten vault facing down someone who used to be a close friend and ally, making one of the hardest decisions of their lives. Coulson reached over and gave her a hug. "Thank you."

"On three?"

Coulson gripped the case handle tightly.

"It's been a privilege Coulson. Three."

Natasha pulled on every reserve she had to leap to her feat and charge towards Barton's position. The sound of bullets discharging never ceased as she moved forward towards her target.

Coulson didn't waste the precious chance he was given and moved quickly to his escape route. He ripped the vent cover off and threw in the case. Everything was quiet. Phil glanced back to where Romanoff should have been. He watched helplessly as Barton closed in on her.

Natasha was on the ground with three arrows in her but she still managed to glare as Loki's general advanced towards her. Clint crouched down next to her and whispered, "I've been waiting a long time for this moment. I think we should savor it don't you?"

Natasha lifted her head and spat in his face. The archer swiftly pulled out a knife and slid it into her stomach. As he leaned closer to place a kiss on her lips, Romanoff breathed, "I forgive you Clint."

Her eyes closed for the last time and Barton pulled the knife out and wiped it on her uniform. He smiled at Coulson as he did so and Phil's stomach rolled at what he was seeing. He quickly scrambled into the vent and started climbing back to the surface. He couldn't squander Natasha's sacrifice; the case had to get back to Stark, not matter what.

* * *

"I was beginning to wonder if you took a detour to a tropical island somewhere Agent," said Stark as Coulson walked into the lab and slammed the case down on the table. His next snippy comment died on his lips as he took in the condition of his friend and the sad expression on Coulson's face.

"Natasha's dead." It was a simple statement, but the punch it packed was enormous.

"Are you sure?" asked Tony trying to hide the little bit of hope that still plagued him.

"People don't usually survive getting gutted by an eight inch knife."

Tony bit his lip and nodded. It wasn't the first friend he had lost but it somehow never got easier. "Was it…"

"Barton."

Stark rolled his eyes and started pacing the room. The archer had been a bone of contention between the two men for a long time. It wasn't that Stark didn't get loyalty, he did, but there clearly was nothing left in Barton for Coulson to be loyal to. "Was it worth it at least?" he snapped. Now was not the time to get into another fight about the troublesome archer.

"We got what you were looking for." Coulson turned and headed towards the door.

"I'm sorry she died Coulson. She will be missed," offered Tony before burying himself in work. Phil let out a deep breath and silently left to mourn his recent loss in private.


	4. Chapter 4

The corridor leading to Tony's lab was eerily quiet. Everyone was giving the inventor a wide birth; setting foot in the lab made of spare parts and midnight drinking binges was an invitation to suffer Stark's moodiness.

The rebellion's leader sat hunched over the large table in the center of the lab. It wasn't the grand self-indulgent shrine he had constructed in Stark Tower, but it was a testament to human ingenuity considering the limited resources he had to work with. He had surrounded himself with empty bottles and Captain America paraphernalia.

Their recent loss weighed heavy on Stark's shoulders as he cracked open the case that Phil had brought back. All their futures were riding on this, and if the sacrifices of so many were going to mean anything, they had to be successful. This would be their final stand. Tony slowly pulled out the various items and studiously examined them. He went page by page through every file until his eyes crossed and his muscles screamed in protest from sitting for so long. Page after page of finely typed black ink depicting experiences and memories of times long forgotten sliced at the tips of Tony's fingers, spilling fresh blood over the descriptions of old blood spilled in battle. He had JARVIS put together simulations based off of the data compiled regarding Captain Rogers' last fight and the flight plan of that fateful voyage.

Every time he consulted the files, the search area became smaller and more defined; although, when dealing with an ocean as big as the Arctic, that really didn't mean much. He stayed positive though, knowing that he had to. It took several days, but eventually Stark was able to reach into the case and pull out the last file. As he nudged the Captain America shield out of the way, a silver sphere rolled out from underneath. Tony picked it up and turned the glistening orb over in his hands.

"What are you?" muttered Stark, somewhat irritated that there was something he didn't know, but curious all the same. "JARVIS, run our database and see if we retrieved any files pertaining to this little gem."

While it was small, yet eye catching, it seemed fitting that such an odd thing would end up tucked away in the box along with the other remnants of a legend. In all their research into both the crash and the Tesseract weapon, there had been no mention of any sphere; which in a way worried him and reminded him that while there was much they did know, there was so much they were missing.

"Sir, the only thing I can find on the object is that it was procured from the facility that Captain Rogers attacked before he disappeared," stated JARVIS.

"No mention of what it does or what they were trying to use it for?" Stark was tempted to curse SHEILD; no matter how powerful and protective the former association had been, one of their faults had been to never let on that they were missing information, such as the complete lack of _anything _on the orb before him.

"Negative."

Tony pondered the orb some more. It was an intriguing mystery to the point where he would have devoted all his time to it, had the fate of the world not been dancing on the head of a pin. Still there was no point in squandering something that could have potential. "Run some scans on it JARVIS and see what you can learn from it. I'm going to go find Agent and see if I can't get his self-sacrifice, for the good of the world, do-gooderness to provide some insight into this star spangled puzzle." Stark took a hit off his flask and strode out of the lab to track down his right hand man.

* * *

Phil fled to Romanoff's room and sat on the bunk; one of the few things she had claimed as her own. He wasn't sure how long he had been there, the rest of the world having faded away to grey nothingness. The only thing holding his attention was the book in his hands, which weighed heavily in his sight more than any novel should_. Crime and Punishment_, the only thing that Romanoff had ever bothered or even tried to keep. It had been tucked away under the mattress, pages well worn from repeated use. Coulson had almost brought himself to read it until he flipped to the first page and saw the inscription from Barton scribed there.

Feeling that it was the worst kind of invasion of privacy, he quickly slammed the book closed before he could make out more than the signature. The lump in his throat wouldn't go away as the memories of missions in desolate parts of the world with his two agents fluttered through his head. The jobs were tough but somehow they had managed to forge a friendship that got them through every situation. Not any more though, they had apparently met their match in the form of a god who had first stolen Clint from their circle, then claimed the red headed assassin.

"Dostoevsky, huh?"

Phil startled at Tony's question. He hadn't heard the man barge in on his moment of grief. Stark was not the sneakiest person, much more suited to brash actions, which told something of how out of it he was; something that was ill-suited to the times they were living in.

"It belonged to Natasha," he mumbled, fumbling the book back under the mattress and away from prying eyes.

The genius tactfully overlooked the unshed tears Coulson was hiding and moved further into the room to hand the agent the file he had put together. "I came to get some of your valuable insight. On another note entirely, did you know you've locked yourself in here for a day and a half?"

Had it really been that long? Phil cleared his throat and absentmindedly reached to straighten the tie that hadn't been there for the last few years. "What am I looking at, Stark?" asked Coulson as he flipped open the file and turned it so the map was right side up.

"That's the area I've narrowed it down to."

"It's still a huge area, Stark. We don't have the resources or manpower to pull that off," informed Coulson with a slight tone of anger; their recent sacrifice might be for nothing.

"I know, but in your expert opinion, if you were aboard a plan with the resources to blow New York off the map, little actual piloting experience, a nobler than thou complex and a desperate need to do the heroic thing, where would you try and put her down?" proposed Stark, his voice begging Coulson to give just a little more in the wake of having asked everything from his friend for years.

Phil's brow creased as he replayed the Captain's final transmission in his head. His finger glided over the map as the scene played out in his head. "Here."

"Works for me," said Tony as he leaned over to see the area Coulson had picked out. "Let's go dig up a national icon."

* * *

The next few days were some of the most nerve racking of Coulson's life. He hadn't even been this nervous waiting for Barton and Romanoff to return from their first mission together. Unable to spare the people and not having a tangible way to take a full team with him, Stark had set out in his last functioning Iron Man suit alone to look for Captain America. That had left Phil in charge of the base until his return, assuming something didn't happen and Stark was lost to them. Communications were sketchy at best and Loki had long since found a way to hack all rebel comm. frequencies, leaving Tony out there on his own. Not only was their plan riding on his success, but if he didn't come back the resistance would be without their leader.

It had been strangely quiet around New York. Coulson assumed Loki would be reveling in Romanoff's death, but surely by now he would have sent Barton out to try and finish them off. It meant that the enemy was planning something and looking around at the shambles and ruins of the bunker, not to mention the young and frail survivors that dwelled within. Phil didn't think they would stand much of a chance.

This was the thing Phil had joined SHIELD to prevent. His sense of right had driven him to be the best and prevent the Lokis of the universe from destroying everything he valued. The failure burned deep in his gut and the frustration was slowly oozing out with every snap and every angry retort he had been unloading on his fellow survivors.

It made the sight of that triumphant smirk on Tony's lips all the more sweeter when Phil laid eyes on him coming down the hall with his head held high. Just beyond Tony, Zeke and Levi were struggling to push a stretcher through the hall. "I suppose I don't need to ask what that is?" asked Coulson as Stark clapped him on the shoulders.

"It's the spangly man who's going to fit into our plan," chirped the inventor, his smile glowing almost as much as his arch reactor.

"You're in a good mood." It was an almost care free version of Stark that Coulson had not seen since they first met. It was refreshing and oddly confidence boosting.

"Why wouldn't I be? We're finally in a position to give that horned bastard a taste of his own medicine."

Phil had to admit, it would be nice to be on the winning side for once. A chance to avenge those they had lost along the way would do wonders for moral as well as ease a few consciences and bring some sort of closure. Coulson almost allowed himself a brief moment to consider the possibility of getting Hawkeye back but quickly buried the thought. He had allowed himself hope before and it always ended in disappointment.

"Come on Agent, let's go see what kind of magic I can come up with," beckoned Tony as he triumphantly marched down the hall after Zeke and Levi had disappeared down earlier.

* * *

"Push harder!" whined Zeke as his arms started to tremble with the exertion of moving the large block of ice that was supposed to be Captain America.

"I'm trying. It's heavy Zeke," complained Levi. When Zeke had asked the twelve year old to lend a hand, he had visions of something grander and more useful, certainly less cumbersome than attempting to maneuver a frozen corpse from one table to another.

The older boy let out an annoyed huff. Why did he always get tasked with a baby? "Just… I don't know. See if you can use your feet to push against the wall and try moving it that way."

"It's slippery. I told you not to turn those heaters on until after we moved it. Now the ice is melting and I can't get a grip."

"Stop whining Levi. Tony said to start thawing him out and that's what we're doing. Now put your feet up there and push it with your back."

"I'll get my shirt wet."

"Just do it!"

Levi climbed up on the stretcher and braced his feet against the wall. In an effort to show Zeke a thing or two he gave it all he had when the other boy reached two in his 'on three' count. The water that had accumulated between the ice and the metal table top of the stretcher reduced the friction and Captain America slid quickly onto the exam table. Perhaps a little too quickly. The edge of the ice block slammed into one of Stark's machines breaking off a large chunk o f ice. It crashed to the floor exposing Rogers' upper body and left arm.

The two boys stared wide eyed at the frozen debris littering the ground. "You are going to be in _so_ much trouble!" stammered Zeke.

"Am not! It's your fault," replied Levi with a solid punch to the other boy's arm.

All debate was put on hold as Tony's footsteps echoed down the hall. Their dispute all but forgotten, the boys quickly bolted towards the door and ran past Stark and Coulson.

"What's gotten into them?" asked Phil with mild curiosity.

Stark shrugged his shoulders. He came up short as he opened the door to the lab and saw the ever expanding puddle fueled by the broken ice on the floor. "God damn kids!" he muttered as he moved to his computer.

All Coulson could do was stare at the man frozen on the table. There was something awe inspiring about seeing his childhood hero despite the circumstance. Even frozen, Captain Rogers exuded all the ideals and values Phil had idolized.

A small smile spread across Tony's face. He had heard that Coulson was a huge fan but what he was witnessing was priceless. "Did you two need a moment alone or ...?"

Not receiving an answer, Stark set to work warming up his scanners and other devices. He really missed the days when he had a computer system that could support JARVIS's complete program. Things were much easier when the AI could do all the things Tony needed. He proceeded to give an audio commentary on everything he was doing and planned to do, knowing full well that Coulson wasn't listening to any of it.

Tony's constant mutterings fell to the background as Phil's heart sped up. His breath caught as he waited for proof that he really did witness what he thought he saw. It wasn't just his overactive imagination playing on his wishful thinking, Phil saw it again; the subtle and almost unnoticeable twitch of Rogers' index finger.

"Stark."

"… so really if that goes according to plan…"

"Stark."

"… I mean, who are we kidding? Of course it will go to plan…"

"Stark!"

"Seriously, Agent, you can drool over your idol later…" started Tony as he turned to look at Phil. He stopped when he saw his friend absolutely transfixed. Stark moved around the table to get a better look at what had captivated Coulson's attention. Tony flinched as he saw the finger twitch.

"I think he's alive," gasped Phil.


	5. Chapter 5

**Thanks to anyone who is still reading this story. You might want to keep a keenex box handy for the next few chapters.**

**Bonus marks to those who know what previous stories are tied into this one.**

* * *

The leaves flickered in the gentle breeze. Barton crouched on the sturdy branch of the mighty oak tree. His muscles locked tight, he hadn't moved in over three hours. He was playing the waiting game and the small bug burrowing into the branch was his only company.

Clint eyed the bunker carefully, looking for any place to penetrate its defenses. The gentle teasing of two young boys caught his attention. He watched them as they passed a ball back and forth and playfully shoved one another. Watching the boys banter stirred up that feeling that there was something more, something beyond Loki's control. It seemed familiar, like something from long ago that had been pleasant at the time but represented something painful later, even before the blue fog that had settled over his past. Barton had to push it down deep to keep his focus.

Zeke tossed the ball wide and it brushed by Levi's fingers and rolled down the small hill into the bushes. After a few moments of moaning and groaning, the younger child was elected to go and retrieve the wayward ball. Barton watched as the older boy went in a secret entrance nestled behind the thick bushes adorning the grass covered hill, leaving the other child on his own.

Seeing that this was one of the better opportunities he had been presented, in one fell swoop the archer jumped off of his perch and rolled as he hit the ground. Without losing momentum, he grabbed the boy around the waist and placed his other hand around the boy's mouth. They disappeared into the bushes without so much as a sound.

Hawkeye pinned his prisoner against a tree. Placing one finger over his lips in a shushing gesture, he threatened, "One sound and I'll slit your throat."

Levi stared wide eyed in fear. He wouldn't have been able to utter a sound if he wanted to; his throat, like the rest of him, was frozen in terror. The boy nodded his head slightly when Clint's glare hardened. They had never met before, but everyone knew who Hawkeye was; his reputation preceded him. All those times Levi had played resistance versus Loki as a young child, and been so brave in the face of imagined terror, had not prepared him for a face to face encounter with the god's right hand man.

Clint loosened his grip and allowed the boy to step away from the tree. He felt conflicted about what he had to do, but couldn't figure out why. He was here on behalf of Loki, had an assignment to complete, but part of him screamed that hurting this child was wrong. "What did Stark bring back to the bunker today?" barked Barton.

Levi whimpered, as tears started to run down his cheeks, trembling in the shadow of the threat before him.

The archer bit the inside of his lip and let out an exasperated sigh. "Look… just tell me what I want to know and … and I won't hurt you." The boy just stared like a deer in headlights as the enemy loomed over him. "If you don't," countered Clint, "I'll pull you finger nails out one by one."

Wringing his hands together, Levi tried to remember everything he had ever heard about the archer to determine if the threat was true. Coulson had always spoke about him as though he was a good man, but Tony had nothing but hatred for him. In a meek, barely audible voice, Levi asked, "Would you really do that?"

"Just answer the question kid and you'll never have to find out."

Levi hesitantly eyed the sharp gleaming knife in Barton's hand. The choice to talk was taken out of his hands as he heard Zeke come back outside.

"Levi, what the hell is taking so long?" yelled Zeke as he scanned the grounds looking for his wayward friend.

The younger boy was about to call out when Clint turned sharply and mouthed, "Not one fucking word." To emphasize the point he dragged his finger across his throat.

They could both hear Zeke searching through the bushes now, getting closer. The archer pulled out his bow and snapped it open, ignoring his captive for the approaching threat. He only needed one to tell him what Stark might be planning. Pulling an arrow out, he waited until his target moved into his line of sight.

Panic rose in Levi; his friend was walking right into Barton's grasp. Without thinking of his own personal safely he shrieked, "Run Zeke! It's Hawk…"

Cursing the ruined element of surprise, Clint turned and violently backhanded Levi. The boy fell to the ground with a thud just as Zeke came into view.

Seeing his young friend crumple to the ground and Loki's general standing over him, Zeke did the only thing that came to mind; he jumped on Barton's back. The archer struggled as Zeke wrapped his arm around Clint's neck and tried to kick and punch the man.

"God damn it!" hissed Barton as he fought to knock the kid off.

All those times Zeke had snuck out to watch the Avengers fight had paid off; he managed to get a few good blows in before Clint's experience and training trumped what little fighting Zeke had done and witnessed. In a split second, he went from kicking the archer in the back to being in Hawkeye's tight grip with a blade pressed tightly to his neck. The teen tried to squirm free, but Clint just held him tighter against his chest.

Levi shook his head to try and get rid of the stars dancing around his vision. His hand immediately went to the sharp stabbing pain above his right eye and he tried hard not to let the tears fall as his hand came away bloody. He stumbled to his feet, but stopped as he saw Barton holding the knife to Zeke's neck.

"Now, what did Stark bring back with him?" demanded Clint.

"Don't tell him anything!" choked out Zeke. Heroes never gave anything away to the bad guy; this was their chance to prove they could stand up for the resistance and fight for the freedom they had only heard about in bedtime stories.

Hawkeye flipped the blade around so it was pointing away from his captive and punched the boy in the head. Eying both the boys with a glare only beaten by his master, he put on a grim smirk, a playful tone as he threatened those who were so similar to him and Barney a few decades ago.

"Tell me, _now_, or I'm going to gut him like a fish, then do the same to you."

* * *

Clint picked at the bright red spot of blood that was still on his hand. For some reason he couldn't seem to get it off. He couldn't explained what happened earlier either. The whole situation with the kids hadn't sat right with him. He had killed hundreds in the name of his god and it had never bothered him before, but what he did in that field that afternoon left him feeling cold and empty. No matter what he did, he always seemed to miss a spot of blood on his hands.

"You better have something useful to report," snapped Loki as he looked up from the dinner table.

Barton clasped his hands behind his back and took his place next to Loki. "Stark managed to locate Captain America."

Loki raised an eyebrow, but his firm unimpressed look didn't change. "What do I care if he goes fishing for corpses? Really Barton, if this is the best you can do, I don't think I'll require your services much longer."

That felt like a punch to the gut. He lived for his god; could Loki really throw him away like a piece of garbage after everything Barton gave him? Managing to hide his growing fear and panic, he countered, "Stark plans to use him to perfect the super soldier serum. They want to use it to enhance their fighters."

The trickster paused in shoveling food in his face and violently slammed his knife into the large wooden table. This would be a hindrance to his plan of complete world domination if the annoying rebels created better warriors or worse, more Hulks to come after him.

The archer flinched slightly when Loki's knife slammed down. He hesitated but for a moment before explaining just how disastrous the whole situations could become. "There's more sir. Captain America is alive."

"Well we're certainly not going to let the resistance unite under the soldier. I want you on those pathetic mortals every moment. Find out where they're hiding and crush them!"

"I know where they're hiding sir."

The god stood up abruptly; his chair toppling to the floor. "Why was that not the first thing out of your mouth?" he growled.

"I…" The truth was Clint's didn't know why he hadn't disclosed such valuable information. It had been there hovering on the tip of his tongue but the words hadn't formed. Before he could try and complete his sentence, Loki flicked his wrist and Barton was thrown across the room and through the glass door. It smashed under the force in which he was magically thrown and the glass rained down upon him in a mighty crash.

Loki stormed over as he watched his slave attempt to get back to his feet. The god delivered a satisfying kick to Hawkeye's midsection, toppling the younger man. He viciously pulled the archer up by his hair; their faces mere inches apart. "I grow tired of this. I want you to _crush_ them once and for all. Take whatever you need to see it done, but I warn you Barton, for every human I find after today, you lose a body part," hissed Loki before screaming, "do I make myself clear!?"

Clint's ears rang with the sheer force of the words. Pushing past the pain of his injuries he managed a feeble, "yes sir."

* * *

Under any other circumstances, Phil would have been delighted and honored to be tasked with staying with Captain America until he woke up. The idea of having to tell a national icon, his personal hero, that the world he had fought so hard to protect had succumbed to another evil in his absences was soul crushing. He wouldn't want anyone to awaken in such a bleak world but it somehow seemed worse that Steve Rogers had to.

It had gone just as horribly as Coulson had predicted and on some levels, slightly better. That hurt broken look that had twisted Steve's face when he described the state of humanity would have killed him but Phil had to give the man credit for choosing to silently process everything instead of launching into a destructive rage.

Tony's helpful suggestion was to show Rogers how to work the computer and get the man acquainted with the last seventy years of human history. Phil sat just outside the lab waiting for questions, comments, anything from the Captain. Really it was all going to come down to whether or not Captain America was going to join the fight. What else would he do? On the same token, if Rogers refused to join them, it wasn't as if they had the resources to force him.

* * *

Steve sat shell shocked staring at the computer screen. All his instincts screamed at him to crawl into a corner and hide, that this all had to be some horrible nightmare. Everything and everyone he knew, gone, and not just gone, dead and buried. But more importantly all those sacrifices had been for nothing; an evil dictator had decimated the planet. With every picture and article that flashed across the screen of the newfangled device, Steve's stomach rolled.

The Captain knew they wanted him to fight, he could see the hope in their eyes. He had signed up for one war, what's another? But the pressure of all that hope and faith was oppressing and Rogers didn't know if he had it in him to live up to the legend he was told he had become. His debate was put on hold by the commotion outside the lab.

* * *

"What the hell happened?" Coulson rose from his seat at the horrific sight before him.

"It was Hawkeye," managed Zeke through gritted teeth, another bruised body that barely could be identified as Levi in his grasp. The younger boy's formerly grey t-shirt was completely soaked through to the point that little droplets of blood formed a trail following the boys.

There was so much blood it was hard to tell which boy it belonged to. It covered everything and burned itself into his brain. Moving into action, an instinct that could not be stopped despite the shock, Phil quickly relieved the teen from his burden. Coulson cradled the smaller boy in his arms; the child had a death grip on the agent's shirt. Phil burst into the lab and laid Levi down on the exam table.

Zeke was hot on his heels. "Is he going to be OK?" he asked with trepidation. "He saved my life."

"What the fuck happened?" shouted Tony as he stormed in with the medics that had been in route. The sight on the table brought him up short. The small child that had been so full of life was so lifeless and ravaged. Rage began to simmer beneath the surface.

The first medic went immediately to Levi while the second gave Zeke a quick once over. After determining that the teen was in no immediate danger the medic went to assist her partner with the more severe case.

Knowing that Tony wasn't good at directing his frustrations appropriately, Phil moved to place himself between the inventor and the teen. The large red stain on Coulson's shirt just fueled Stark's building rage. It was like waving a red flag in front of a bull.

Steve stood there helplessly and watched as the medics tried patching up the small child; a kid that had no business being in the middle of such atrocities. It was one thing for the enemy to go after soldiers, but it was another to pick on such an innocent soul. It was bullying at its worst, and if a scrawny kid from Brooklyn hadn't put up with it, Captain America certainly wouldn't stand by when he could do something.

"You were playing outside again, weren't you?" ranted Tony as he tried to lock eyes with Zeke around Coulson. He had tried to protect them from his mistake. All of Stark's instincts had screamed at him to kill the archer when he had the chance, but he had let the soft pleas from Coulson deter him. He had let sentimentality get in the way and now the children were paying the price. Guilt was hard and time-consuming; rage burned quickly and distracted from placing the blame where it firmly belonged. Fuelled with booze and hatred, Tony gave into it.

Not a sound came from the boy, who was cowering behind the agent, but the lack of response was enough for the inventor. He went on yelling, "How many times do I have to tell you damn kids..."

Seeing the impending rage of his fellow Avenger about to unload, Phil moved further to shield the boy behind him before interrupting the fuming brunette. "Stark! That's enough" He then shifted his gaze from the glare he was giving Tony, his expression softer as he looked to Zeke. "What happened?"

"He just wanted to play catch. You banned us from playing it around here so we went outside," started Zeke, his eyes welled up with tears."We were only going to be out for a few minutes. Nothing was supposed to happen. The ball got away from us and Levi went to go get it. He was taking too long, so I went looking for him and..."

The words were cut off at the sight and sound of Tony storming away from them and out of the lab, almost tearing the door off its hinges.

"What did he want?" asked Coulson, straight to the point and the picture of professionalism. They had to know just how bad the situation was, because at the very least, Loki now had the location of the bunker.

Zeke looked back at his friend before dropping his head. "He knows Stark brought Captain America back. But Levi did it to save my life. Don't be mad at him, it was all my fault."

"We'll talk about that later. Right now I'm just glad that you're alright." Phil made eye contact with one of the medics. She solemnly shook her head. Phil took a deep breath and tried to file this loss away for a more appropriate time to grieve. "Stay here and let the medics take care of those cuts." He left the lab in search of an irate Stark, a dejected Steve trailing aimlessly behind him.

Following the crashing and banging that echoed down the halls, Phil found himself in a room designated as a classroom; at least it had been when there were enough children to bother with it. He ducked when he entered the room, the box of thumbtacks that came hurtling towards him smacked into the wall and clattered to the floor.

Tony turned sharply acknowledging their presence, looking like he wanted to give them a piece of his mind, but he couldn't find the words to express his wrath. He went back to pacing across the room.

"They know about Rogers," offered Coulson with a concerned hopelessness. Their once bright beacon of hope would be shadowed by the black cloud of death that would soon be upon them.

"Did you see what that bastard did? He's a goddamn kid and that…" Tony's hands clenched in anger. He needed someone to hit, but it would never be as satisfying as it would be if he could take the brunt of his own abuse.

Phil had to call on every ounce of self control to remain calm and collected. He couldn't argue with Stark on this, but he knew that somewhere inside that monster that was parading around as his friend was the Clint he knew. He knew it was hopeless, but he couldn't give up all of the old, not yet. "I told you before…"

"Don't you _dare _defend him to me this time Phil!" came the snapped retort. His next words, that had been said a thousand times between the two of them, that were nearly worthless now, died on his lips as Rogers cleared his throat. Shifting gears, Tony turned to the recently revived and addressed him with nothing less than he had shown Coulson. "What the hell do you want?"

Steve took a deep breath; the urge to protect the innocent and wronged building within. His fears bent to the might of his moral compass and he made his decision. Perhaps it wasn't the smartest, but what else was he going to do, what else _could _he do when all he had was this world that was so much worse than what he had left behind. "I want in this fight. I mean if you want to continue your research on the serum, then by all means, but I want to be out there fighting alongside all of you."

"That's very gracious of you Captain," thanked Coulson. It would be a fruitless endeavor, but it was still awe-inspiring to see Rogers live up to the legend.

"I'd like to get a team together to go after..." started Steve.

The room exploded with sound as the perimeter alarm sounded. Both men looked towards Tony as he moved over to one of the computers and began typing. "It looks like you're going to get a chance sooner than you think, Captain. Barton's here and he brought all his friends."


	6. Chapter 6

The bunker was a flurry of activity as every available body scrambled to arm themselves and lock the place down. Everything shook as the enemy fired an energy weapon at the structure, signifying the start of the siege. The three men navigated their way through the chaos to get to the makeshift command center; the people parting like the Red Sea for Stark while Coulson and Rogers trailed in his wake.

"So far our defenses are holding," stated Stark as he monitored their security program on the computer screen. "We both know it's over if they get inside. This place can't take much more of a beating. Any ideas gentlemen?" the former billionaire scanned the faces gathered around the table.

"Can we evacuate?" asked Coulson though it was more out of pretence than a realistic option.

Tony solemnly shook his head. "They have us surrounded. Besides, where would we go?" he added with a cocksure grin.

There was a moment of silence in which all that was heard was the blasts of shells against their walls and screams of those soon to join the fallen, a fate perhaps better than the one they would have. The next humane sound to be heard was the speaking of the newest survivor to join their ranks, a blond man who seemed the least rattled out of the three of them. "Do we have enough men to launch an assault against them? If we can draw their fire, the civilians might be able to make a run for it," offered Steve hopefully.

"Listen Captain, these aren't Nazis you're going to go up against. These are aliens with toys you've never seen before," Stark cautioned.

Rogers clenched his fists and squared his shoulders. "The bigger they are the harder they'll fall."

Phil glanced at the computer screen. The pixilated dots spread around the depiction of the base and slowly replaced and outnumbered the purple dots representing their people. All of his instincts screamed that they were backed into a corner they couldn't get out of. This truly would be there last stand but he couldn't fight that feeling that sending his hero out there for nothing more than granting a few souls a few extra minutes was a waste.

"Maybe you can buy us some time," muttered Stark as he pulled up another file. He carefully avoided eye contact with the super soldier; he sent people to their death many times, but he couldn't do it and look at the optimistic hope of someone who had yet to have it torn out of them yet. "I might have something that will get us out of this mess, but you're going to have to hold them off."

"I'll see it done," assured Captain America, though the words seem to do little in the face of the situation they found themselves in. One of the men in battle gear joined them when Tony waved him over. He handed Rogers his shield; the hero slid it on effortlessly, completing the image of the soldier they were all familiar with. Yet it wasn't enough, Stark sagged under each blow to the walls.

With a sigh and a small motion of his hand, Tony ordered, "Take him to section seven. Barton seems to be concentrating his efforts there. And if you get a chance, take the archer out!" Coulson opened his mouth to protest, but was cut off. There was a sympathetic quality to Tony's face, but his words were uttered with spite. "Agent, you've had how many chances to get him back from the darkside? Christ, we had him for over a week and couldn't break Loki's hold on him. Sometimes you just have to cut your losses and move on."

As much as he didn't want to admit it, Stark was right. Phil had made two promises to the archer; one when Barton was bleeding to death in an alley from Coulson shooting him and the second just after Clint had been released from the hospital. The invasion had taken away so much, but he had decided not to let those vows he had spoken to vanish. He was determined to never break them; with his idol heading out to what he feared was death and his own life seeming to come to a close, he might have to.

After being dismissed the soldier saluted and escorted the Captain to the door and the battlefield beyond. Phil was trailing behind to join them and perhaps do something useful before they were overrun when Tony grabbed his arm. "You're with me Agent."

* * *

Armed with but a handful of men, Steve led the charge outside. The very sight of the enemy was unnerving, but he didn't have time to think about the monsters they were facing. The Chitaruri rushed towards the small contingent that came out from the bunker the moment they stepped out; bullets and energy pulses flew through the air. Even in the destruction, the blur of violence, noise, and blood that horrified, Captain America had finally found something familiar in the strange present.

The ground was oozing blood and the foliage bowed to the Chitaruri's feet as they steamrolled towards the bunker. It was like watching ants being stepped on and it was all too fresh and familiar to Rogers. They maybe the incarnation of every nightmare he ever had as a child but in the end they were still bullies, intergalactic bullies, but still just more people that felt they could pick on the little guy.

Flashes of electronic weapons lit up the air like fireworks on the fourth of July. The explosions rolled through the air like thunder and the snarling of the enemy sounded like that of an animal in death. Despite the chaos around him, Steve still charged forward in a desperate bid to push their adversary back; to hold what precious ground they had.

Barton watched from the sidelines as the man with the shield pummeled his men; the commander known as Captain America was making progress at a rate that he could not help but be marginally impressed by. Part of him wanted to wait and see how the soldier faired; it was the same part of him that was inexplicably cheering for the former national icon to win. Clint shook his head to rid himself of those thoughts. He needed the rebels crushed, not to stand around and encourage their victory. Somehow, he still found himself pulling an arrow from his quiver and taking aim at the Chitauri soldier that was going to get the drop on Rogers.

Hawkeye stood there trembling, his chest tight as his breath caught in his throat. He couldn't explain what had just happened, but he knew he couldn't allow it to happen again. Panic coursed through him and Clint had to get away. The odd stirring within was causing him to go against his duty, something about these people driving him further from his encompassing need to see his god's will done; such treachery could not be allowed, and yet... He made for the entrance he had seen Zeke use before; if he could just finish his objective he might be able to regain his focus.

The sounds of the battle raging outside were muffled as he crawled through the hidden tunnel and pulled himself out into the dimly lit hallway. With renewed determination he took out the two guards in the hall. He quickly pulled up a base schematic on the nearest computer access point and plotted out his route.

* * *

Phil followed Tony, weaving around their fellow resistance members who were rushing around trying to assure that the bunker's defenses lasted as long as possible. "What do you have up your sleeve this time Tony?" asked Coulson as they entered the lab.

"I found something interesting in that case you brought back." Stark began fumbling with one of his machines. He eventually pried open the bottom drawer on the machine and pulled out a silver orb and held it out for his friend to see. "I had JARVIS run some tests and I think it might work like the Tesseract… sort of."

Quirking an eyebrow up at the lack of confidence in the man's voice, Phil ran through his mental list of questions trying to figure out where to start.

"Based on the analysis that JARVIS was able to do, I think we can use it for time travel."

"You think?" stuttered Coulson as his mind began to swim with the implication of what Stark was proposing along with the absurdity of the notion, then again they were fighting and alien force lead by a demented god.

"I'm sure… maybe like ninety… no, seventy-five percent. I'm as sure as I can be with the limited time and resources available. But the point is," he emphasized, "if it can send someone back in time, we can go back before Banner was killed, when we were still holding our own and warn us about what's going to come." Tony knew how desperate he sounded. Hell, they had just sent their best chance of beating Loki outside to be slaughtered. Between laying down and dying, joining Barton in the ranks of mindless puppet and experimental 'could be a device for time travel'… it seemed like the more favorable option; a choice that seemed psychotic in comparison to the mundane that used to be life before.

"And you picked just before Banner is killed because that's as far back as it goes…"

"I'm going to be honest Phil; I don't know how it works. My best hypothesis is we kick start it with a power source and it opens a portal like the cube, but instead of a door to another part of space it opens to another time," confessed Stark; his eyes apologising for his mind's shortcomings.

Coulson thought back to everything he knew about SHIELD: what resources they had, when they obtained them, what would be the most beneficial to stopping this nightmare before it began. "What if we went back to before Loki arrived? All the pieces _are_ there, we would just have to get them together."

"Sir, the enemy has breached our defenses and are inside the bunker," interrupted JARVIS, his monotonous voice unable to show much emotion, but the words were enough to convey fear.

Tony glanced at the computer screen that displayed the video feed from outside the lab. It's Barton," snapped Stark as he tried to ignore the foreboding feeling that this harbinger of death was causing.

"Is he almost here?" asked Phil, though the archer would have to be close if he activated JARVIS. One of Stark's biggest regrets was not having the resources to automate the entire bunker.

Iron Man nodded and placed the orb in Phil's hand. The agent looked in a questioning manner at his friend and leader as the man clapped him on the shoulder, a motion that could only be classified as a gesture of goodbye. "If this works and you end up where you want to, who are they more likely to believe? Fury's not going to believe this fantastical tale from me, but he might just buy it from his right hand."

Coulson swallowed hard, knowing that Stark was absolutely correct, but irrationally not accepting that he had to be the one to go; to leave once again, like he had with Natasha only days earlier. "I have a better chance at holding Hawkeye back."

"If you succeed, it won't matter what happens here now." It was a weak smile, but Tony tried for reassuring. Only one of them was going to leave the lab, and if he had to die at the hands of the archer, then he'd rather do it knowing Phil had a shot to fix the mess they found themselves in.

Phil fought back the hesitation that was blooming within him. He was always sure about everything; he was Agent Coulson after all. He knew he was being tasked with the most important mission they had ever conceived, but to leave his friend there to die, was so final. Taking this course of action meant there was no turning back; there'd be no one to come back to either. It was a desperate act by even more desperate people. The resistance was dying as they stood there. Loki's reign was mere minutes away from smothering the globe and Phil's last act as a free man was going to be to leave what was probably the only other free person to try something impossible. Coulson was tired of losing everyone and if he failed at this task, if the orb didn't function as Tony predicted, then it would all be in vain.

"On level four in my old quarters there's a painting, a Barnett Newman, behind it is a compartment. The access code is Pepper's birthday," instructed Stark as he fought against the painful constriction of his throat. No one had set foot in their old room since Potts died and he certainly hadn't spoken of her since. "In there is my original arch reactor. You can use it to kick start the orb. Now get going."

"Here." Coulson pulled out his back up gun and pressed it into Tony's hand. "It's been a privilege Mr. Stark." They locked eyes for a moment, but parted before either got sentimental; it was better that way. Phil ducked out the side entrance leaving Tony to his last stand.


	7. Chapter 7

Tony pulled out his flask from his back pocket and took a swig, enjoying the bitter burn one last time. It was oddly silent now, the muffled sounds from the battle outside had since ceased. Really it was all over but the crying. Everyone he ever cared about was gone and there was a very real chance that he just sent his last friend to attempt something that was going to get him killed. Well, at least he could say he was thorough and consistent in his leadership; he got them all killed.

"Drinking on the job?" The archer's voice echoed through the room. Stark glanced towards the door to find his second most hated person in the universe casually leaning against the wall. He almost envied the man's blasé attitude about civilization coming to an end.

He shrugged in a nonchalant way, answering even though he wanted to embed the metal flask in the man's skull. "Now's as good as time as any, it's not like I have to go to the office tomorrow."

Clint smiled. It was the first genuine smile to grace his lips in he couldn't remember how long.

"Congratulations are in order, ending the human race is a grand accomplishment after all. Good job Legolas." Stark raised the flask and tipped it towards Barton before taking another hit. He pulled his gun with his other hand and raised it to take a shot. Hawkeye was a fraction faster and an arrow pierced through Tony's hand forcing him to drop the weapon before he could get the shot off. Iron Man hunched over and cradled his hand protectively, the flask dropped to the ground forgotten. Pain exploded from his hand, quickly crawling up his arm as he gritted his teeth and pulled the arrow out in a slow and agonizing manner.

Clint pulled another arrow from his quiver and took aim at the former billionaire. Keeping his aim steady in a way that promised a swift or agonizing death depending on the answer, he hissed, "Where is Coulson?"

"He died at the start of the attack." Stark answered as he leaned against the wall, breathing heavily from the pain as he tried to calm himself down. The idea was not one to be accomplished, as an arrow sailed through the air and embedded itself in Tony's shoulder and the wall. No matter the restraint the man had shown in the past, he couldn't help at the cry of pain that escaped his lips with the second arrow burrowing deep within his flesh.

"We both know he's better than that. Where is he?" demanded Hawkeye. He strode over to where his target was pinned to the wall, grabbed Tony by the jaw and forced the man to look into his eyes. Defiance danced in Stark's eyes as electric blue ones searched for any sign of weakness from the weary warrior.

"Fuck you, Barton!"

The archer pulled another arrow and slammed it into Stark's other shoulder with his hand. He slowly began to twist it in the wound. He snarled, "Tell me where he went or I'll take you apart piece by piece."

Iron Man let out a hollow laugh, one of an uncaring soul who just wanted to be done, who did not care about what was about to happen. "Is that what you did to the kid?" The two men glared at each other; hatred for one another as well as what they had become tensing their muscles and contorting their features. "You want to finish this traitor, see it to the end?" A small smirk came to the lips of the dark haired leader. "You're going to have to find him yourself, you fucking bast-" The words died on his lips as Clint pulled the second arrow out of Stark's shoulder and slit his throat with it.

The archer stood there for a moment, taking in his work and trying to get a handle on his rage. It should have been pride and a sense of accomplishment that flooded his veins, but it wasn't. He couldn't figure out just what he was feeling, but it felt like an empty hole had replaced his soul.

After a few moments of breathing, Barton refocused and went to the computer, with no concern for the body or the blood staining his hands. His fingers flew over the keys; it was a skill he hadn't had to use in quite some time, but it seemed he hadn't lost some of the tricks SHIELD had taught him. In a matter of moments he gained access to Stark's AI program.

"JARVIS, where did Stark send Agent Coulson?"

"It is against my security protocols to replay any of Mr. Stark's orders," replied the AI.

"But it's not against your security protocols to talk to me?" Clint asked, confused, yet curious as to how he could use this to his advantage.

"Negative. I am programmed to respond to all humans."

Playing a hunch, Clint asked, "How many humans are alive in the bunker right now?"

"Based on the areas I am able to monitor there are five humans in the bunker including yourself."

"Besides me, where are they?" He eagerly awaited the answer but wasn't about to assume he would be so lucky.

"There are two people in section five E, one in section three F and one in section seven A."

Clint pulled up a map of the bunker, his fingers running over the screen mapping out where his potential target was lurking. Sections five E and seven A were near exits making the other location the odd one out. It was also the closest to the lab, making it the most likely location of Coulson. "Thank you JARVIS," called Barton with a smile as he ran out of the lab.

* * *

Phil panted as he ran through the halls, taking every short cut he knew to avoid the destruction and mayhem that had violated his home. The heat was on and he could not fail; the fate of the world was on his shoulders. He started counting down the doors; seven more, six more until Stark's old quarters. Just a little bit further, he was almost there, he could still do this...An arrow whizzed by his ear, slamming into the wall with a thud. It was a warning shot; Hawkeye never missed. Knowing that if he tried to flee, the next one would be in his head, Coulson slipped the orb into the safety of his pocket and raised his hands. Cautiously he turned to face the general of the invading army, who unfortunately was his former asset as well as his friend.

Hawkeye collapsed his bow and clipped it to his quiver as he moved within a few feet of where Phil was standing. They both knew he wasn't going to come quietly, but there was something so impersonal about taking the agent out with his bow. Something deep down inside of him screamed to let Coulson go; it was the same internal protest he felt when he slid his blade into Natasha. He had been so sure of every action he had taken since Loki, but now his body felt like it was going to rip itself apart with uncertainty.

"So this is what it comes down to? It kind of has a familiar feeling to it," said Coulson. It was hard not to remember that fateful day in an alley in Hungary. The archer nodded in agreement, funny how they finally agreed on something in this moment; Phil pushed past the morbid coincident before moving in practiced actions to defend against the other man.

They exchanged blows in the familiar dance they used to practice back in the Helicarrier's training rooms. It didn't take long for the hidden knives to come out and clash against each other; back and forth they went, each with the same goal and drive to see it done for good.

Clint managed to graze Phil's chin with a passing blow but Coulson recovered quickly enough to grab a hold of Barton's arm and twist. He heard the younger man grunt in pain and felt every single one of his years as his opponent tried to free himself from the Agent's grip. Hawkeye tried to turn around enough to bring his knife down on Coulson, but the other man weaved out of the way. The knife managed to graze Phil's pocket and the orb tumbled towards the floor.

Barton grabbed the object before it hit the ground. The momentary distraction allowed an opening, one that was taken by Coulson delivering a hard kick to his ribs. The archer crumpled to the ground in a sore heap. Satisfied with the still form of his friend, Phil bent over to catch his breath. Though his hands were on his knees and the knife was on the floor a few inches away, he still never took his eyes off of the other man.

He was debating how best to secure Hawkeye when a brilliant flash emanated from the orb, so bright that he shielded his eyes and wished that he still had his sunglasses. It was over just as quickly as it began and Phil was left in the dimly lit hall with his prone attacker.

"Clint?" Phil's voice was soft. There was no response so he cautiously ventured closer until his hand hovered over Barton's shoulder.

He was just about to make contact when Clint sprang up, knife in hand. The blade tore through the air catching the fabric of Phil's shirt. Without thinking, he instinctively countered the move and drove his own blade home.

He didn't stop until he felt skin against the hilt of the knife. Barton gasped and fell back, hand wrapped around the weapon in his chest. Phil stumbled back as the weight of his actions dawned on him, the shock being replaced with horror at every second that passed. His remorse was amplified as he watched the deep blue of the archer's eyes flash and return to the pale grey they were naturally.

"Coulson?" gasped Clint, as he choked on the blood rising up the back of this throat.

Phil quickly slide behind his friend and held him close. He knew the wound was fatal and the guilt tore through him as he clutched the archer. Barton twisted his hands tightly in Phil's shirt as tremors wracked his body. Blood was spilling over his lip and he looked at his handler with desperate eyes.

"Shhh, it's going to be alright Clint," soothed the older man, even though he knew he was never going to be.

"Y-you're a ter-terrible l-liar sir." Barton whispered the broken words through the pain.

"I've never lied to you before. Why would I start now?" Phil was surprised when the words didn't break as they came out, his voice soft and trembling as he broke down. But he didn't, he couldn't; this was his friend and he had killed him, the only thing he could do in return was hold the man as he died. He let everyone down; Fury, Hill, Banner, Potts, Thor, Romanoff, Stark and now Barton. His failures were complete, and all there was was him, alone; a fitting fate for a bastard like him.

"No, y-you ke-kept y-your pr-promise," slurred Hawkeye, the air in his lungs becoming thinner as it was being replaced less and less. Swallowing back some of the blood, he took one last shuddering breath. "Th-thank you sir."

Coulson closed his eyes to fight back tears; it was an action that looking back he would be grateful for, because that way he didn't see his friend die. Instead, he felt Barton weakly convulse before the body went limp and the hands clutching his shirt fell away. Ever so carefully he laid the archer flat on the ground. His hand ghosted over the young man's face closing the now grey eyes forever. "I will fix this Clint. It's not going to turn out this way, it won't," promised Phil as he scooped the orb up and continued his journey to get Stark's original reactor.

The heavy metal door to Stark's private quarters moaned and protested, much like its former occupant did, as Phil heaved it open just enough to slip through. Taking a moment to catch his breath, his eyes darted around the room looking for the painting. It was ironic that something so simplistic hid the vault containing something so complex. With deft fingers Phil punched in the code; for such a brilliant man, Tony always seemed to default back to the things he loved, often using Pepper's personal information as his passwords. Of course it might have been the fear of forgetting another birthday that motivated the inventor more than sentimentality. The safe door swung open and there like the beacon of hope it was, shone the arch reactor.

Coulson had to smile, as he cradled the glowing piece in hand; only Pepper would have done something like this. The arch reactor was encased in glass with a small plaque in front; the words _'proof Tony Stark has a heart, and uses it from time to time'_ memorializing the first two defining moments of Iron Man's career and the start of an initiative that Phil had always believed in. He smashed the glass, pulling the reactor out and placing it on the floor where he wrapped the wires around the orb and stood back.

Nothing.

Phil's breath caught. "No, no no no no."

A silent sob ripped its way through his chest. He had lost everything; there was nothing left to fight for. Part of Coulson wanted to lay down and die just like everyone he had held dear. His knees hit the floor as he stared at the object dumbfounded. Anger burned through him; it was supposed to work, Stark said it would work.

Coldness tempered with failure replaced the hot burning hate and drive that had been keeping Coulson going the last few years. It was over, they were all dead, so what was the point of trying anymore? His head fell forward as his shoulders slumped and the tears began to fall. The Chitaruri were coming; he'd sit there and wait his turn, there was no use in fighting. Except… maybe there was. Phil needed to give Rogers a world worth living in. He had to avenge Bruce, Thor and Pepper. He had to protect his friends Tony and Natasha. He had to save Clint. With shaking fingers he pried the wires free of the sphere, reattached them and waited.

It had to work, he had to go back and fix this. The minutes ticked by with the rapid beating of his heart. He wasn't Tony or Banner, he couldn't figure out what to do to make the orb work. Just before his anger got the better of him and he released all the pent up rage that had been festering all these years the orb began to glow.

The world dissolved in a bright white light.


	8. Chapter 8

As the eerie whiteness slowly started to give way to color, Coulson sucked in a deep breath. He was almost glad to take in a lung full of smog. It was far better than the bitter taste of ash that had hung in the air since the Chitauri. Even the noise, that assaulted his hearing, was music to his ears; he never thought he would miss the crowded streets. After taking a moment to allow himself to enjoy the almost forgotten sights and sounds of civilization, Phil reluctantly set forth on his mission. He needed to warn SHIELD about Loki's impending attack, things had to be different this time.

Phil had just crossed the street and was making his way to headquarters when a horde of black SUVs screeched to a halt encircling him. It wasn't totally unexpected; he could imagine the appearance of a second Coulson would set off alarms. Hell, he'd be a bit surprised if he saw another him walking around. He cautiously raised his hands as the over eager agents stood at the ready beside their vehicles. Phil's attention, however, was drawn to the man striding boldly towards him.

Fury stopped in front of Coulson and eyed the man skeptically, a small frown gracing his features."You look surprisingly well for a dead man."

The calm relief that had spread over Coulson at seeing his old friend alive and well quickly turned to fear. _Dead man? _Between the two of them, that statement should be offered the other way around; Phil felt his heart beat faster at the possibilities caused by the statement. His last thought before Nick's fist connected solidly with his jaw was _if he didn't travel back in time, where the hell was he?_

* * *

Coulson jerked awake only to come up short by the handcuffs connecting him to his chair. "Not the homecoming I was hoping for," he mumbled as he shook his head to clear some of the cotton out.

A small smile quirked Nick's lip as he leaned forward on the table. He had missed that about his friend, but the fact that someone thought they could use all the things that made Coulson, Coulson fueled a fire burning deep in his gut. The Director had to admit that looking at the imposter with his own eye, he couldn't find a flaw that would give this man away. "Why don't you start by telling me who you are."

"Phil Coulson. Serial number 25096391-B435. I've worked for SHIELD for the last eighteen years and I could tell you a very interesting tale about you and a ballerina named Irena but I don't think you want that recorded on the security camera." Phil kept his eyes on Fury as the other man mentally verified the information he had just received. Names, names were easy to learn; serial numbers could be obtained but personal stories about Nick Fury were few and far between. Details involving a tryst with Irena, well Phil was quite certain there were only three people who knew about that and two of them were in this room. "I can assure you it's me sir."

Fury took another moment, silently debating whether or not he was going to allow himself to believe what was right in front of him. He searched Coulson for any sign of deception, any hidden trace that it might be a stranger staring back. "Then you can answer the age old question of what happens when we die, because Phil Coulson died two years ago and I'm not going to sit here and let you tarnish his name," stated Nick, his voice rising ever so slightly.

"Dead? You're the one who died when Barton freed Loki on the helicarrier sir. I've come back in time to warn you…"

The Director cut Coulson off, any level of belief in the clone gone with the sentence."To warn us! About Loki? Whoever you're working for must bring a whole new level to stupid if you think I'm going to buy that."

"Loki's already attacked," ventured Coulson. Nick nodded. If Loki had already attacked and New York was still standing and more importantly the Director still lived, then Phil was definitely not where he intended to be. Traveling back in time couldn't have altered the timeline this much before Phil had had a chance to do anything. "Where I come from, when Loki attacked he overtook the planet. I am part of a small resistance that represents that last few people alive or not under Loki's control. During our final stand, Tony Stark implemented the use of a silver sphere which he believed could send someone through time. My mission was to travel back to before the invasion and warn SHIELD about what was to come in the hopes of changing our future."

"A silver sphere?" That fact caught his attention, and he quirked an eyebrow to urge Coulson to elaborate.

"Yes. We liberated it along with the Tesseract from a Hydra base."

"If you really are Phil Coulson, then you won't mind submitting to a few tests down in medical," proposed Fury, while going over the new, impossible information in his head.

"Not at all. The sooner you believe I am who I claim to be, the sooner we can get to the bottom of this. This is clearly not where I need to be and as soon as I convince you I'm not a threat, the sooner I might be able to continue my mission," agreed Phil.

Nick gestured to the camera and two guards entered the interrogation room. "Under guard of course."

"Of course, Director."

* * *

Fury sat in his office awaiting the final report from medical, though he wasn't sure what results he wanted to hear. There would be outrage to learn the man currently in medical was an imposter but the world would remain the same. If it turned out it was Phil… the result of magic or an alternate reality or some other equally wild idea, then would he be willing to let this Coulson go? Nick had lost many agents, many friends over the years, but Coulson's death had been a hard blow.

Hill knocked at the slightly open door and Fury motioned her inside. She passed the file she had retrieved from medical over. "Will that be all sir?"

"What's the verdict?" he asked, gesturing to the unopened file in his hand, unsure if he was ready for it, but damn sure he wanted to know.

"As far as medical can tell it is Phil Coulson. DNA, blood even scars are all a match with the exception of five. Two that should be there aren't and there are three new ones. Medical says the newer ones all occurred within the last year."

"And what is your opinion?"

Hill paused for a moment. "If I didn't know that Agent Coulson was dead, I'd swear he was sitting in medical right now."

Fury tossed the file onto his desk in a moment of frustration; it would have been easier if the man was an imposter. "Brief Agent Sitwell on the situation and have him escort our…guest back to the interrogation room and have Sitwell get him to go over all major events and missions over the last ten years. I want to see if this altered timeline or alternate dimension theory can hold up."

"Sir, wouldn't Agent Romanoff be better suited for an interrogation of this man?" They all missed Coulson, but there was no need to leave usable resources out of the equation to try and disprove the claims of the man in medical.

"It's not an interrogation yet Hill," corrected Fury, "just a conversation. If the answers aren't to my satisfaction then we can call in the big guns. I don't want the Avengers to be made aware of this situation until we have more to go on, is that clear?"

"Yes sir," chirped Hill as she set forth on her task.

* * *

Fury sat on the other side of the one way mirror watching Sitwell question the man that was very quickly becoming the Coulson they were all familiar with. Nick had Phil's file spread out in front of him, not that he really needed to consult it much; he was familiar with his friend's career. Most of what this Coulson was listing matched the contents of the file but there were some differences. This person didn't have his appendix removed when he was ten, nor did he pull the mission that would have resulted in the missing scar on his left calf. There were enough inconsistencies spread over too much time to support an altered timeline; there was nothing anyone could do that would touch so many events.

There were little things like taking different personnel on assignments, Barton bringing in Romanoff seven months later than he did here and then there were major differences. Thor never claimed his hammer and Loki didn't attack the town in New Mexico. Captain America wasn't found before the Avengers formed and Romanoff never freed Barton from Loki's control. The biggest difference was no one stopped Loki from taking over the world and after that point things wildly spiraled into alternate.

If it was a lie, it was well rehearsed; Coulson never tripped up once and an alternate dimension would be an excellent cover for any missing information the organization trying to pull one over on them now was unable to obtain or verify. It looked like Fury was going to have to consult an outside source to verify their working theory. He left the observation room and headed to the flight deck. He had a consultation with Stark and Banner to get to.

* * *

"You're asking me if it's possible." The Director nodded and Stark continued, "At this point I think we would be hard pressed to say anything is impossible but given the files Bruce showed me about the orb, I'd say time travel was a more likely hypothesis."

"Hydra listed one instance where one of the researchers disappeared and reappeared a few moments later rambling about stagecoaches and horses. They thought he suffered a breakdown and reassigned him but other than that incident the only thing the sphere did was absorb Tesseract energy," added Banner in his usual calm mild voice; there was a little sparkle in his eye that usually appeared when the possibility of an interesting project was on the horizon.

"What's with the hypotheticals and concern over the orb all of a sudden?" asked Stark as he quirked his eyebrow.

"We received intel recently that suggests someone is formulating a plan involving the sphere and it's possible uses," said Nick as he steepled his fingers together and let out an exasperated sigh.

"Vague," spat Stark, though he knew better than to expect Fury to elaborate further.

"I just need to know if it's possible, "reiterated the Director as he leaned forward to rest his head on his hand though he never broke eye contact with the insubordinate inventor.

"Based on the last attempted hostile takeover of my tower by Loki, we learned that the Tesseract can open a doorway to many points in the universe and not just one. Helping Barton showed that the orb and the cube are probably connected so it would stand to reason that the sphere did something too. I mean it has to use the energy it absorbs because our tests detected Teseract energy in it that wasn't present before it absorbed it from Barton. And we know Hydra already proved it could do that so where did the energy go from their tests? You give us the orb and some time and I'm sure Bruce and I could prove this theory for you," assured Tony, hoping that offering a grantee might grant them access to the orb and with it a better understanding of what Fury was trying to hide.

"I'm not giving you the sphere so you can play mad scientist, Stark."

"Well if that's all Nicky, I do have more pressing things to do." Tony just smirked as Fury shook his head and took his leave. He knew if there was anything to the Director's concern, him and Bruce would get to experiment with their new toy soon enough.

* * *

Phil glanced up as the interrogation room door slid open and Fury moved to sit at the table across from him. "You've come to a decision?"

"I have," stated Nick.

"The most workable theory is alternate universe?"

Nick didn't know just how much he missed that sort of insight from his right hand man until that moment. Even locked away in a tiny room the man had worked everything out and came to the same conclusion as the people with all the facts and figures. "I think it's time to tell you the things you missed out on in this world."

"With all due respect Director, I came here by mistake and it is imperative that I get back to my world and complete my mission," pushed Coulson, trying to maintain his professionalism to cover up his desperation.

"I'll have my people get to work on that. In the meantime, we might be able to help you come up with a plan to defeat Loki." Fury extended the olive branch not so much because he completely believed the situation, but he believed the man that against all odds was sitting before him.


	9. Chapter 9

There was an odd fluttering in Phil's stomach that he quickly discovered were nerves. It was an odd sensation, one that he didn't experience often, making the process of placing why it was coming up now, that much harder. It wasn't as if he had never met these people before, though technically he hadn't, he had met his versions before, but based on what Fury had told him, they didn't sound all that different from the people he knew. There was also the fact that he wasn't really the man that they had worked alongside and he certainly wasn't the one who had sacrificed himself upon the Avengers' altar. There were differences, even if they looked the same. The biggest being that he wasn't sure he had the right to walk in there and play hero while looking like someone who had been so important to them. He may have been friends with his team, but he was not the hero of this one. While it was true that he would've done the same thing in that situation, the fact that he had not been in that situation was making him feel more guilt; it was confusing he knew, completely preposterous in thought and yet the feeling remained. The truth was that he wasn't sure he could do this.

The Director had informed the Avengers of the situation yesterday and after a very heated meeting, decided they needed some time to wrap their heads around events. That also gave Phil some extra time to try and prepare himself, but as Coulson received a sympathetic pat on the shoulder before he entered the elevator at Stark Tower with the promise that Fury would be there shortly, it somehow didn't seem enough. Taking a deep breath Phil pushed open the briefing room door and entered with seven pairs of eyes glued on his every move.

He barely made it inside the door, which in hindsight he really shouldn't have been surprised to have Stark assessing him from the get go; the man poked and prodded, as if to ensure himself that Phil was really there.

"Please stop poking me Mr. Stark."

"You don't have a taser on you do you?" Tony asked hesitantly, seeming to be ready to jump back at a moment's notice.

"No, I do not." Stark continued to poke, now that the apparent danger was out of the way. He was wrong. "However, I am quite capable of taking you down with the elastic band in my pocket."

Tony raised his hands in surrender and took a giant step back, conceding the point to the suit that still had a deadly serious look upon his face that somehow managed to hold a shadow of amusement as well. Coulson felt a slight buzz of excitement when Captain America gave him a smile and nod. Pepper was still seated at the table beside Bruce, trying to hold back tears.

It was Romanoff moving into arms reach, just close enough, that set Phil off; he reached out without thinking, embracing her in a tight hug. She went rigid in his arms, but to her credit, Coulson remained alive; she even squeezed back after a moment.

"Sorry about that," apologized Phil as he straightened his jacket; he flushed slightly at the lack of professionalism he had just shown, especially in the face of this team, who were so similar, yet different to what he had lost and left behind.

Natasha cocked her head to the side, analyzing the man before her; after a moment, she smiled softly."You should have a seat. I'm sure the last few days have been overwhelming."

Phil gladly took the chair that Bruce pushed out for him before his legs had the chance to crumple beneath him from exhaustion. It was comforting to see the people he had thought he lost, alive and well and in their own way offering him their silent support. It was warming to see the relief on their faces: Tony, Bruce, Natasha, Thor, Pepper, Steve and Clint…_ where was Clint. _Phil glanced around at the friendly faces and realized that Barton's was not among them. He tried to ignore the little voice that whispered in the back of his mind _'you killed him' _while his eyes darted frantically around the room. The archer was still standing at the window on the far wall doing his best to look everywhere but at Coulson. He was kind of relieved that the archer was keeping his distance, those memories were still too fresh and painful.

Only when everyone sat down did Clint move closer, taking the seat at the opposite end of the table; Coulson was tempted to chuckle in a morbid way, if the man across from him was trying to be subtle about keeping his distance, he was doing a terrible job. The two empty chairs on either side of an emotionally blank Barton made it obvious to everyone that he didn't want any part in this. Phil ignored the slight pang of dread in his chest at the archer's behaviour and overwhelmingly distant eyes, and instead focused on explaining everything he knew that led him to where he was now.

The ensuing conversation was not as awkward as he expected, though it went as he had really planned; Banner and Stark were riveted, Thor frowned a few times, and the others politely pretended not to be bored. Tony and Bruce promised to do their best and figure out a way to send this Coulson back to where he wanted to be but it would probably take days. The Director had insisted that Phil stay at the Tower in the meantime. It would keep this recent development under wraps and who better to keep an eye on a potential threat than the Avengers.

"Alternate dimension, isn't that like a Star Trek thing?" asked Stark, seemingly amused with the idea instead of concerned as he should be. "How are we supposed to know that you're not the _evil_ version of Agent?"

Bruce spoke up before Coulson could address the issue. "People from the evil dimension have beards, which if we were going to put that theory into application would make you the evil Tony." The doctor chuckled to himself as his friend just waved him off.

"So, are you going to tell us?" asked Tony with a big smile plastered on his face. "I can't be the only one dying to know what the other me was like. I mean I'm sure my brilliance and greatness transcends dimensional boundaries but…"

"They were different times and people act according to the events that shape their lives. I would be rather concerned if you were exactly the same as your counterpart since you didn't have to experience the fall of civilization. But from what I've witnessed you are all very similar to who you were before the invasion, with the exception of Captain Rogers that is."

"Please, call me Steve," Rogers corrected, almost in a fond manner, and Phil gave him an appreciative smile. Even if he had only known the man for minutes, he was glad to see Captain America alive, even if it was another version.

"Except for Steve? Do tell. I bet he was an ass," crowed Tony, ignoring the eyerolls that came as a response to the comment. "I can assure you Agent, he is an ass here as well."

"Ignore Stark," interrupted Natasha, "he likes the sound of his own voice."

"I'm familiar with that," assured Phil, a tint of amusement present at the reminders of ranting and raving he had heard over the years. "We didn't find Steve until very recently."

"So, Captain America was doing his ice cube impression while the world went to hell. Tsk tsk, sleeping on the job Rogers." Steve just turned and glared at Tony, who winked in response as to irritate the other man more.

"Would one not conclude then that it was Steve's presence during our battle with the Chitauri that led us to be victorious?" asked Thor as he leaned forward causing his blond mane to fall forward though it didn't hide the sly smirk that flashed across his face.

Stark sat up straighter, doing little to hide the fact he was offended by the very idea. "I wouldn't go that far."

"Mr. Stark was actually leading the rebels," Phil informed the team, trying to not let the grimace of memories creep onto his face. Stark had led them until the end and he had left the man behind...He quickly shoved it away as the conversation continued, leaving the pain for another time.

Tony nudged Pepper in the side, chest puffed up with pride at his apparent accomplishments, with no regard for the fact that they had occurred on another world. "See!"

"After the Director was killed by Loki, Mr. Stark stepped up to lead the fight against Loki's forces."

"Well I think I have a new career path," declared Stark, gesturing wildly with his hands and from here, Phil could already see the familiar cogs turning in the man's head.

Pepper was quick to kibosh that idea. "Tony, no!"

"Apparently I have what it takes to run a secret government organization."

"The world was ending Tony, I don't think that's a great recommendation for the job," corrected Rogers with only a slight smile ghosting his face.

The tone darkened by the comment, Coulson continued to explain the horrible events that had transpired with Loki's arrival on earth; the Avengers were glued to their seat, listening to the tales of heroism and tragedy that had befallen them and the man before them. During the tale, Barton didn't engage, ask questions, or squirm; instead he sat transfixed on a spot in the carpet beside him.

When Phil started to tell of the battle in which his Hawkeye, the one whose body was lying in the hallway light years away, had managed to kill the Hulk, movement finally came from the corner of his eye. Clint abruptly stood up, no regard for the subtly he had been trying to portray before, his chair skidding across the floor. "I have a meeting… important mission reports to… excuse me," he stammered before he scrambled towards the door.

The small whispers died and his voice quelled as Barton stormed out of the briefing room, leaving a moment of silence in his wake; it lasted only a moment before Tony swirled the contents of his glass and insisted Coulson carry on. He continued as asked; in the back of his mind Phil couldn't help but feel he did something to offend the man, who he had thought of as a friend once upon a time. He found it hard, but he reminded himself that it was not his Clint that had fled the room, the other had a knife in his chest; he had killed his Clint.


	10. Chapter 10

The cold steel of the SHIELD headquarters shooting range matched the disposition of the sole occupant practicing his craft. Natasha stood there, silently watching as Clint emptied his quiver into the targets that littered the range; she had wanted to follow him when he had stormed out of the meeting, but knew that he wouldn't have wanted her company, not yet. The archer had left the Tower, disappearing for two days before coming back to actively avoid every other member of initiative; he was back, question was when was he going to be ready to talk. That time was now as it turned out, the fact that she had not been told to leave yet confirming the situation; when he fired his last arrow and set to work putting away his gear, she approached her fellow assassin.

"Well, what do you think?" he asked without pausing in his task though the words were as empty as the space he had left in the tower for the last few days.

Natasha shrugged her shoulders. "He seems just like the Coulson we knew; not to say there aren't differences, this one is more open, more friendly, but it's him. Our Coulson never let those feelings show as much."

"They figure out how to send him back yet?" Something akin to hope fluttered across his face, a desperate need to hear that the contestant reminder of what he had done could be avoided.

"Stark and Banner are working on it, doesn't sound like it's going to be an easy fix though. He's probably going to be here for a while. You might want to give some consideration to not being an asshole around him," suggested Romanoff managing to be both forceful and understated in her proposal.

Clint let out an indignant huff. "I got a distinct impression that he doesn't want me around, so I don't think that will be a problem. With all the killing his friend and destroying the world stuff, I can understand; I wouldn't want to be around me either."

"What gave you that idea?"

A bitter smile spread across Clint's face. "I entered the kitchen earlier and he jumped; Coulson never flinched like that for no one, not around me anyway. Oh, and there's the fact that I killed everyone, that's bound to put a damper on a friendship right?"

"You didn't kill them." The assassins locked eyes until Clint relented under Natasha's gaze conceding that her point was valid, even if he didn't personally agree or see the difference between himself and another version of himself.

Romanoff was at a loss; the relationship she had had with her handler was easy to apply to the 'new' man, making it easy to determine how to treat him. The voice was the same, so much so that she often found herself forgetting the differences and just listening to the calm, steady voice that had saved her so many times. She knew how she felt about Coulson and how he had helped her through so much, but it was a small fraction compared to everything Clint and Phil had gone through. Barton had saved her life, gave it direction; that's what Phil did for Clint. She couldn't imagine being in the situation her friend found himself in now, so she did not push the man before her any further; instead she just pursed her lips and said one last thing.

"You two need to talk, it's what you would have done if it was our Phil." Natasha didn't expect a response but she knew the archer would at least consider her words.

* * *

An odd quietness embraced the halls leading from Fury's office; normally meetings, even those of a pleasant nature, saw raised voices, but this meeting was shrouded in silence. It was the worst news Coulson could have imagined and the only response he could muster was to sit in the Director's office and stare dumbfounded at the wall. He was glad Nick was there to ask the questions that his muddled brain couldn't supply at that moment.

"Are you sure, Stark?" asked Fury as he leaned forward over his desk; his usual unreadable mask firmly in place.

"As sure as I can be with something like this. Look if I had all the time and resources in the world, I might be able to figure it out but…" Coulson appreciated that Tony looked slightly apologetic about the situation. "The facts are, the orb is powered by the Tesseract and all things considered I don't think Odin is going to allow Thor to hand it over to us."

"Understandably. I'm also certain I wouldn't allow it back here," concurred the Director.

"Anyways, if I can't power it properly, I can't run proper tests and simulations. As near as I can figure, Barton charged our orb enough from that whole council experiment debacle, that it gives off a signature, which is probably what brought Coulson here to this dimension."

"Get to the point Stark." The irritation was beginning to flow off of Fury.

"The orb in Coulson's world would be depleted. If the orbs connect to the ones that are powered, he could spend the rest of his life traveling from dimension to dimension and never get back to his. We can't control where he'll end up."

That caught Phil's attention, knowing the man across from him well enough to where a conclusion was already being drawn; one that he didn't like."I have to try Director. You don't know what's at stake. I…"

"I think I do Coulson; I can't send you on a mission, in good conscious, that has a zero chance of success. Even if you do get back to your world, what's left there? You can't go back and change anything, it will be exactly how you left it. From what I've heard of this place, your world, I can't justify sending anyone there, especially not you." Fury's features softened a little, the persona addressing the agent drifting from the Director of SHIELD to Nick, who was speaking to a friend. "I can't send you there, not to a place like that. I have made a few questionable decisions in my career, sent many good people to their deaths, but I will not send you back to that place."

A pang of guilt stabbed at Coulson as he saw the remorseful look on Nick's face."Sir, I respectfully request…"

Fury snapped, "Denied."

"But…"

"Denied agent!"

"You can work with us," blurted Tony. Both men stopped glaring at one another and turned to the billionaire. "We need a handler. No offense Fury, but the one we have now… And as much as I hate to agree with Cloak and Dagger here, you're more valuable here Phil than wandering around the universe for something that's never going to work."

"I think that's the smartest thing that's ever come out of your mouth Stark," agreed Fury as he leaned back more comfortably in his chair. "Effective immediately, Agent Phil Coulson, you are reinstated into SHIELD and operating as the liaison and handler for the Avengers.

* * *

Phil would have said he spent the night sleeping on the Director's orders, but there was no way he could sleep, not with the looming decision and clouds of guilt over his head. He spent all night making lists and charts, trying to weigh the pros and cons about staying in a world not his own, but so much better than what he left. He knew they were right, if he couldn't go back and complete his objective then there was no point, but Coulson had never walked away from a mission before, no matter the odds.

These people believed he could do good here and he had to admit it would be nice to work with his team again, only they weren't his team; they were the other Coulson's team, and as much as he wanted to believe everyone would be how he remembered them, it wasn't a very likely possibility. Interactions were awkward, but nothing that wouldn't sort itself out with time. He never really had a relationship with Rogers, and it sounded like the other Coulson didn't know him extremely well either, so things were pretty much a blank slate with him.

Like in his world, this Doctor Banner seemed very accepting of everything; in fact, that relationship seemed the most familiar and easy to fit into. Stark was… he was a better version of himself and though Phil missed his friend, there was a certain amount of relief to see this version of the egotistical genius. The only real difference Coulson could find in Thor is the god seemed to carry different chips on his shoulder. The thunder god still took responsibility for the wrongs of his brother, but since things turned out differently in this universe, the burdens Thor was saddled with gave him a different perspective.

Natasha was Natasha. She was trying to adapt to this turn of events and as Phil would have predicted, she was attempting to make the best of it. He appreciated it, but it was still strange, like only half the relationship was there. There was no doubt in his mind should he do or say anything that suggested he had an ulterior motive she would not hesitate to slit his throat. Coulson had to constantly remind himself that their relationship here was the one they had shared in his world before the war. They hadn't had the unfortunate excuse to bond further over their loss of Barton.

Then there was the archer; Clint seemed to give him a wide birth and any contact they did have was cold and distant on his part. It was almost like Barton knew he had broken his promise to Hawkeye in the other dimension, like there was a big neon sign above Phil's head that screamed _I let you down, I let you become that monster_. The agent found himself relying on all of his restraint to stop himself from groveling at Clint's feet, begging for forgiveness; either that or embracing him in a hug that would make Thor proud. All the while, he would be thanking every god he knew of that Barton was free and safe, that Phil had not failed him. Instead they avoided each other at all costs, and Phil knew that everyone had to notice.

The moment of truth came days later when the Avengers' alarm sounded at the tower and the team was called into action. They all assembled and Coulson found himself in the thick of the chaos that these superheroes brought, for the first time. Steve handed Coulson a comm. unit and clapped him on the back. "You ready for this sir?"

"We're about to find out," sighed Phil. He tried to ignore the looks the other SHIELD agents gave him as he took command of the situation. It felt familiar and right, but there was still a slight hesitation in his voice as he gave directions to his team in the field. His team, even if technically they weren't; he had spent the last week studying their files, brushing up and learning the differences. He needed to know exactly what these people were capable of, that they had the same experiences that Phil remembered them having. Calling out plays and referencing missions that they had never done would only lead to disaster.

For the most part anyway, things ran smoothly; there were still a few mistakes, the ones that usually came when someone new was embraced into an established team dynamic, but nothing to jeopardize the mission. Not until Hawkeye managed to get himself cornered on a rooftop. From there, things started spiralling out of control.


	11. Chapter 11

Clint stood on the edge of the tallest building on the block, his eyes darting along the streets to take in enemy locations and formation patterns. The civilians had cleared out quickly, so he only had his fellow Avengers to keep an eye on; letting out a breath, he released the string of his bow, knowing the aim was true. The arrow sailed silently, deadly into the target below; it dropped just as fast and Rogers gave him a salute for the help before going back to fight another monster.

Tapping his comm. he called, "Thor, some of them are regrouping down on sixth. Watch it though, I think these bastards actually learn from their mistakes."

He continued firing, getting off two shots, before a screech similar to nails on a chalkboard turned his attention behind him; they could add mad climbing skills to the creatures' attributes, as four of them pulled themselves over the concrete ledge that was his perch. Tony could, and probably had at some point, explained how they were able to see to orient themselves and climb up buildings, but he had perfected the skill of tuning Stark out and all the unnecessary scientific stuff that wasn't how to kill the monster of the week. So he was dealing with these things mostly blind, which really didn't bother him all that much; same old, same old. They were strange, that much could be said; faceless in a way, with glossy black skin pulled tight to show every bone and muscle. It was more than he had _ever _wanted to see and the only thing that made him take the things seriously were the massive claws that dragged on the ground; specifically, the claws that were dragging themselves towards him.

They were too close to take them out with individual shots; Barton could get one, perhaps two, but the ones left would be on him before he had a chance to fire anymore arrows. Anything in his arsenal that could take them out in one shot was a bit too effective for such close proximity, he'd probably end up killing himself in the mess; he was already precariously balancing on the edge. Glancing behind him, Clint hoped that someone was free to pick him up and as it turned out, there was no one; he was going to have to get himself out of this one. Which was perfectly fine with him, four cronies were not going to take him down, no matter how ugly they were.

"Position compromised, relocating," informed Hawkeye over the radio, a plan already in mind of how he was going to escape.

Twisting the dial on his bow, it only took a moment before the arrow with the grappling hook attached was in his hand and he was running towards the side of the building. He fired it into the side of the building and proceeded to repel down to the lower adjacent building. The plan was simple, at least by his standards; he would climb down eight stories to the next building and then fire an exploding arrow, taking the creatures out. After that, he would take the fire escape down to street level; easy as pie. Well it _would _have been, Clint thought as he found himself in freefall; it would have, if the creatures hadn't used their extensive arm length and damn claws to cut through the rope he was using.

He was halfway down when the rope went slack, sending shivers of pain through him as he hit the roof and bounced. Rolling with the motion, he came to a stop in the far corner; a quick damage report revealed that his arms were burned with road rash and every muscle protested the simple act of breathing. Not his most graceful decent ever, but it could've been worse. Correction, it was getting worse; four loud thuds had him clamoring to his feet despite the resistance his body put up. His new friends had made the leap and were closing in. Although, he'd be lying if he wasn't a little jealous that they were faring better than he had.

Hawkeye rolled towards his bow, scooping it up in one fluid motion and with his back against the wall, he released an arrow. The creature dropped dead and the other three crouched down in a defensive posture, releasing a horrific howl at their outrage; he loosed a second arrow and watched helplessly as the nimble, on guard, creature twisted out of its path with impressive speed. The creatures could definitely adapt, which meant that this was quickly going south for him; he gripped his bow tighter, knowing that it was going to come down to hand to hand. Normally, he wouldn't have a problem with that, but the rates of success were shrinking as the razor sharp claws his opponents had, gleamed in the afternoon light; this was going to be rough and he knew it.

Coulson felt his stomach drop as he watched Hawkeye go over to the side of the building; he had tried to redirect another Avenger to his aid, but everyone was too neck deep in their own battles to help. Phil took a deep breath; if the team couldn't help, then he would. He had watched Clint die once and he'd be damned before he let it happen again.

Unholstering his sidearm, he ran up the fire escape and took the stairs two at a time; the vicious cries of the creatures pushed him faster and little to say, he had no idea how he was going to do this. But he didn't care, as it seemed like he was never going to get there; instead of formulating a plan, his mind played out every terrible scenario that could possibly await him and how many ways he could see the archer die again. When he finally reached the top, he was relieved; he marveled at the sight of three bleeding and broken creatures strewn across the rooftop.

Clint blocked a swipe from his final foe with his bow, trying to keep the spittle sprayed in face by the hissing thing out of his eyes, irritated that the damned thing hadn't gone down yet. Noise on the fire escape drew his attention and he looked to see Coulson, standing there with his gun drawn.

Hawkeye's attention was only diverted for a moment, but the creature exploited it all the same, massive claws ripping through the archer's back and side as he screamed in pain. His knees buckled, the creature forgotten in lieu of reaching out to try and stop the excruciating pain that pulsed through him. The world faded to the sound of his own beating heart, which was racing in his ears. He blindly reached for his bow, the gravel roof the only thing felt as he swept over it, trying to find the familiar weapon.

Clint flinched at the successive bangs that echoed through the air, as Coulson emptied his clip into the creature, in a desperate bid to turn its attention away from his downed agent. The black thing pulled away from the wounded body and scuttled towards the opposite corner; a few bullets seemed to have found their mark, but most had been dodged like the archer's arrows.

"Status report Barton!" demanded Coulson, rushing to the man's side; his hands roamed and fluttered over the gashes, trying to stem the bleeding and assess the damage.

A low hiss escaped through Clint's gritted teeth, his hands shaking as he tried to fumble with his bow; he had to get Phil out of there before the creature came back, which it surely would. He couldn't be responsible for getting the man killed again. Not again. "Need to get out of here Coulson. Go."

Coulson ignored him, deflecting the weak attempts of the man trying to push him away, he wasn't leaving; if they were getting out of here, it was going to be together. Clint's blood covered fingers caught Phil's attention as they fumbled with the dial on the bow; the quiver whirled, locking the arrow head into place before the roar of the creature descended on them. It was attacking again and Hawkeye wouldn't be able to reach the arrow on his back, let alone make the shot in his condition.

The agent pulled the arrow free from the quiver and wrapped his arm around Clint's waist; the creature lurched forward to sink its teeth into its prey and Coulson stabbed the arrow into its neck. Screaming, the monster pulled back far enough for Phil to drag Barton towards the fire escape; he tried to keep the trail of blood in their wake out of mind as he pried the bow from the man's fingers, pressing the activation button for the explosive arrow head.

Coulson had just gotten Barton over the edge, onto the fire escape, when the shock wave from the explosion swept over him. The force was enough to knock Phil over the ledge. His head connected with the metal railing with a sickening crack, the last thing he saw before succumbing to the darkness was the impressive form of Iron Man speeding towards him.


	12. Chapter 12

Phil slowly came back to consciousness; he blinked a few times and discovered he wasn't exactly where he thought he should be. The soft glow of the bedside lamp gave a welcoming feel to the dusty rose walls and the thick plush comforter was decidedly more comfortable than SHIELD medical. The room was spacious, decorated by someone with a keen sense of design, and it had all the signs of Pepper's handiwork; he lifted his hand to his head, gently probing the impressive goose egg he found there.

"You should have busted out that elastic band of yours, Coulson," said Stark as he looked up from his tablet with a sense of false calm.

Phil turned sharply to look at Tony, who was lounging in a bedside chair, and a moment of panic shot through him; was it all just a dream? He realized he didn't know how he felt about either possibility; either he was back in the hell where everyone around him was dead, and in some distant reality they were all alive, happy or he was still facing oblivion along with the rest of the human race with no possible respite in sight. He hoped it was the first, but truth was that it was more than likely the second; with this in mind, he asked "What happened?"

"In a very impressive feat of heroism, you managed to gracefully get yourself knocked out," the man paused, before continuing with a shrug of the shoulders. "However, in the spirit of team camaraderie and all that jazz, I am willing to never breathe a word of it. It would be a shame to ruin your reputation of being a 'cyborg super agent' and all," mused Tony with a smirk on his face.

"What about Barton?" asked Phil slipping back into his consummate agent mode.

"Now, Legolas, I actually think he might be a cyborg. His feathers got a bit ruffled, but he takes a licking and keeps on ticking and hell, he set a new personal record on the number of stitches he's gotten in one outing. Natasha's keeping an eye on him, but he should be up and about in a couple days."

Definitely not a dream then he decided. Coulson sat up slowly and closed his eyes to stop the world from tilting, after a few deep breaths he threw the covers off and slowly climbed to his feet. He had to see for himself that Barton was alright, had to set his mind at ease, had to… knock some sense into Barton's reckless ass.

"Whoa, where are we going? The paperwork can wait you know," tried Tony, though he knew he didn't stand a chance of making Coulson do anything he didn't want to. There was something about a determined Phil Coulson that set Tony at ease; it was a very welcomed change to the sight he had found before. There had been a moment of panic when he had finally made it to the building to find Clint covered in blood and Coulson out cold, it had triggered something protective in the billionaire; they had lost Phil once and that was more than enough for one lifetime.

"I'm going to see my agent, Stark. Don't think you can stop me, I have a..." Phil turned, searching the side table for anything that could be of use; the lack of viable options didn't deter him and he reached for a silver coin. Holding it up in a menacing fashion, as it glinted in the light of the room, so that Tony could get a good look, he stated precisely and coldly, "I have a dime."

"That's a bit of a stretch, even for you," Stark snickered in ridicule, thinking that the lack of a weapon would lead to the man backing down. His confidence in that idea wavered greatly in the face of Phil's glare, before he spoke with resignation, "I don't want to know what you can do with that, do I?"

Coulson smooth the wrinkles out of his dress shirt and strode out the door; he hadn't worn a suit in years in his world, but since arriving here it had become his staple again. It felt wrong to be wandering the tower without a suit jacket, which was probably covered in the archer's blood, but he pushed that aside in lieu of finding his agent. He hoped Clint's condition had changed for the better since they had last met; he swallowed, pushing away the limp bodies of the man that had been in his arms twice to many times.

* * *

The room was quiet to the point where the sound of Natasha turning the pages of her book echoed through the space, but Clint ignored this for the _captivating _sight that was the walls of his room. He wasn't looking forward to staring at the pale blue color of them for the next couple of days, but it did beat the nauseating beige ones in SHIELD medical; he let out an obnoxiously loud sigh and smirked when she shot him a sharp glare.

Knowing that he could push her irritation without getting pummeled into the ground, he poked a bit, offering words in a nonchalant manner, "You could go babysit someone else you know."

Never taking her eyes off the page, she replied in a tone of irritation, but mainly amusement, "There are no other children in the Tower at the moment."

A retort died on his tongue as Phil appeared at his door and instead, Clint quirked an eyebrow at Romanoff; she took the hint, closing her book and offering the seat to their handler. "I have to give Fury my report," she said, excusing herself from what was undoubtedly going to be a heated conversation.

Coulson sat rigidly in the chair, his lips pressed in a hard thin line at what he was seeing; Barton looked awful. His condition at the moment was better than the alternative, an image of Clint bleeding out in his arms, a knife protruding from the archer's chest flashed through his mind, but he knew he had trained his agent better than this. "Just what do you think you were doing out there?"

The archer flinched slightly at the tone the words were spoken with. It had been a long time since Coulson had lost his cool with anyone, especially him; he grumbled a reply of, "I had it under control," knowing that it wouldn't help.

Any notion that the agent formerly had of maintaining his calm and iconic cool persona was lost as he tensed even more in his chair. "No you didn't! What were you going to do, use your own intestines as a rope to rappel down? You almost had your guts ripped out and we both know you would have never made it down the stairs in that condition."

"I don't need you to coddle me Coulson, I can do my goddamn job!" Clint winced slightly as he tried to sit up, his injuries reminding him that the other man had the higher ground. Truth was that he had had it under control, mostly anyways, until he took his eyes off the enemy and focused on Phil. His concern had distracted him and almost got them both killed, but he wasn't going to admit that to his handler.

"It looks to me like you _can't_, because that stunt you pulled was reckless and irresponsible," Phil snapped mercilessly; he was on a roll now and no amount of his seemingly endless control was going to reel him in.

"My position was compromised and the team was occupied. It's not my fault my escape route didn't work out." Clint shifted himself so he was sitting a little higher in the bed.

"That's not what I'm talking about. You were going to detonate that arrowhead with no way to get clear of the blast." Phil clinched his hands into fists until his nails bit into his palms.

An emotion Coulson couldn't quite place flashed in Clint's eyes for a brief second, but if he had to guess, it was something akin to fear. "I would have made it." Phil scoffed audibly at the idea, the action doing nothing but darkening the expression on the other man's face.

"The _real_ Coulson would have trusted me to get the job done."

They both froze, one in shock and the other in regret; no matter what could be said next, the words were out there and they could never be taken back. Phil abruptly stood and left without a word, as there was nothing left to say; what could he say in the face of that? Barton was right, this wasn't _his _friend, it wasn't the same scared, desperate twenty year old he had cornered in an alley all those years ago; none of this was his. This wasn't even _his _world, this Clint Barton belonging to it, not him; he had to stop punishing the man for his failure to save his Hawkeye, which happened in a completely other place.

Clint watched as Coulson fled; he had gone in for the kill and was slightly relieved it had worked, but another part of him felt guilty for doing it. He just couldn't be in the same room as the man and pretend that he hadn't gotten his counterpart killed. More importantly, he'd never be able to survive the heart break of loosing Coulson again and given their choice of career, it would almost be a certainty; better to push the man away before Clint got to attached again.

* * *

The thoughts in his mind had kept him so preoccupied, Coulson hadn't realized he had left the tower until Natasha was beside him. He barely regarded her, unsure if he could say anything even if he wanted to.

"I thought I would find you here, mind if I join you?" The words were in her usual level tone and if she had any anger about the fight between him and Barton, she didn't let it show.

Phil shrugged his shoulders, sliding over to make room for Romanoff to sit on the park bench. "How did you know I'd be here?"

She let out a sigh, staring at the ducks swimming across the pond; she was quiet for a while after that and the agent was unsure she was going to answer. Softly, she answered, the words obviously having been given some thought, "You're not that different from him, from Phil." It sounded as though she had secretly wished the two men had been different, as though it might have been easier for everyone if it had been a Jekyll and Hyde type situation.

Coulson snorted.

"What are you afraid of?" Of all the things he thought she could ask, that one surprised him; her green eyes were soft when she looked at him and for a moment it was her, _his _Natasha.

"I watched you die, you know that?" Coulson replied. She nodded, almost like she wanted to say something sympathetic, that she understood, but didn't interrupt. "We were on a mission, getting the contents of the Captain America locker, and he...Hawkeye attacked. We needed the information and we both knew that only one of us was getting out. He killed you and I...I let him. I let him become the thing, the monster, I swore I would never let see the light of day. Then, I killed him just before I came here, because I have to do everything one hundred percent." He paused, before solemnly speaking, "And you know what? He thanked me for it, for twisting that knife that I had never meant to put in him."

"That sounds like Clint," the words were soft as Natasha turned and looked Phil in the eye. "Is that why you were being overprotective out there?" There was no accusation in her voice, only curiosity about his past actions.

"I wasn't being over protective. I…"

"Phil, you kept changing our positions and putting me further from the threat. Every time one of the creatures got close you had Thor or Rogers move in to defend me." Coulson knew this to be true as he relayed the battle in his head; he hadn't realized he was doing it, but the fact that he was wasn't all that surprising considering the past. With that being said, she decided to move on to another topic, one that he would rather not talk about. "I think you should talk to Clint."

Phil shrugged, internally pushing down the mixed feelings he had on the subject. "I did, it didn't exactly go well."

"Did you _talk_ or did you go in there to tear him a new one?"

"I might have…"

"Lost your cool?" supplied Romanoff, just like _his _widow would have, as she knew him almost as well as he did himself. "Called him reckless and irresponsible, talked down to him like he's not a highly trained professional that's saved your ass a time, or twelve?"

"Maybe." They both knew it was a resounding and clear _yes._

She rolled her eyes. "Barton is always going to be a little self destructive, which works well with a handler that leaves his recon position to swoop in and save the day." The small smile on her face faded, giving way to her more serious side. "Finding out you died on the helicarrier nearly killed him and while I won't lecture you with a depressing recap, the bottom line is that it hasn't been easy for him. You were the only one who _ever _gave a damn about him, even though you had every reason not to."

It was a familiar story, one that Phil didn't need his counterpart's meticulous notes to understand, but just because it was familiar, didn't mean it was perfect. In his difficulties to adjust to these strangers wearing familiar faces, he hadn't realized that they were finding it difficult to; the relationships seemed to be the same, a common ground within this new situation. If it had nearly killed him to lose them, then he knew that it had done the same to them to lose him; he understood.

His chest tightened; there was an enormous amount of pressure that came with the job and then he had to fill his own shoes, live up to his own legend. At the thought of this, breathing seemed to be suspended, because then you had to add in a drive not to experience such a loss again, to prevent death even though it was inevitable. He felt faint.

"We don't expect you to be him, but we do need you to decide which version of him, _you_, that you are going to be. We buried you, _him_, Coulson; if you're going to resurrect the dead, then you have to be willing to give one hundred percent. Anything else will lead to heartache for everyone." Natasha patted him firmly, but smoothly, on the shoulder and left him to his thoughts of the present and the future.

* * *

Phil stared at the computer screen, in his office at Stark Tower, just waiting for the text to magically change. He was surprised to say that Fury had agreed to his request at all, let alone so fast; his thoughts were interrupted by a soft knock at the door. "Come in."

The door opened and Barton hobbled in, before standing stiffly at attention; the palette of blacks and purples were still impressive, the winces that were seen every so often obviously from where stitches were being pulled. Without a word, Clint handed him a thin manila folder.

Coulson flipped through the pages, not even skimming the contents as he didn't need to read them, he recognized the forms right away; as he should. "What are these?" Phil looked at the man standing before him, trying to get a read on him; all that he found was nothing, other than indifference.

"Transfer papers, sir."

Coulson kept his frustration in check, before getting to the heart of the matter. "I can see that. Would you care to elaborate on why you are requesting to be transferred out of the Avengers' initiative?"

Clint deflated slightly; he had hoped that the agent would do them both a favor by signing them and sending him on his way, but could he ever be that lucky. He motioned to the chair opposite of the other man, slowly sitting down once he received permission to sit; his side protested the new position, a small hiss slipping as his breath caught. After a moment, when the wind was back in him, he broke the silence.

"I watched the footage Coulson." The words hung in the air, just long enough to where Phil thought the archer was going to leave it at that; instead, something else was added. "This isn't going to work sir, not like this. You can't do your job if you are constantly having to save my ass and I just...I can't, I _won't _be responsible for your death again. I am a distraction at best, not an asset, and at worst I am the final nail in your coffin."

A thousand arguments against what had just been said ran through his head, but Phil just dropped the file on his desk and picked the simplest response, "I think it would be a mistake for both of us to leave the Avengers."

Barton's head shot up from where it had been formerly bowed in shame. "Sir?"

"I've requested a leave of absence and Director Fury has surprisingly agreed."

"You can't do that! The Avengers need you, not me. If anyone leaves, it should be me. SHIELD is your life," Clint protested, but saw the look in the other man's face; in the back of his mind, he knew a decision had already been made.

"That's not true. Clint, the team got along fine without _him_, you'll get along fine without me. This world is yours, not mine, and I just need some time to gain perspective on that fact. It wouldn't hurt to experience life out of SHIELD for awhile and once I have things worked out, I'll be back. _I'm _no good to anyone right now, not with all the things I have to work though, and that's dangerous to everyone. I just need some fresh air."

"So what are you going to do?"

"Travel, see the world, find my place in it." A youthful twinkle appeared in Phil's eye, something that tempted Clint to smile.

"Going home to see your folks?" asked the archer, making small talk before he even realized his mistake.

Phil shook his head, a brief flicker of remorse passing over him. "They lost their son once, it wouldn't be fair to put them through that again." With that, an awkward silence settled between them. "I think I have a greater appreciation for what Rogers goes through every day, not quite fitting in but not being able to go back. I've spent the last few years fighting a war you know nothing about and I have trouble remembering that you are capable of doing this. You and Natasha are going to be fine; I'm the one that has to work through some things before I can be of any use to you."

Clint bit his lip, it seemed like he was very good at driving people away; the deep, dark, pit of loss starting to open up within him again. He knew Coulson was lying, but he respected it because he imagined that it had to be hard to look at him, to stare at the face of the person that had killed everyone you held dear.

"Barton, stop. Not everything that goes wrong in this universe is your fault and you are not responsible for me. Just because I won't be your handler doesn't mean that I'm not going to honor my promise; you won't be alone. I'm just a phone call away and don't hesitate to call, I mean it." The familiar words were oddly reassuring to both parties, but the tension and pain could still be felt in the air between them.

Clint wanted to be selfish, to demand that Coulson stay; he knew that Natasha would appreciate it if he did. He figured this is what normal people would equate to leaving home; being on your own, but knowing that the other person, who had always been there, was just a little farther away. Things like this were normal, they happened. The thing was that he wasn't normal, he had never been normal, why start now? He could count on one hand the number of people that cared for something beyond his skills, and to be honest, he didn't need the whole hand. The last year had been freefall, the kind without a parachute to deploy, and now normal, his brand at least, was almost in reach. He was almost there, could almost see it and it hurt, hell it terrified him that it could all slip through his fingers. Perhaps he just wanted that second chance he had begged for a year ago, but maybe, just maybe, Phil was right; he didn't need an older brother to look after him anymore.

"Alright." The word was shaky, even to his own ears, but it put a smile on Coulson's face all the same.

Phil walked his friend to the door, before turning off the light; he was torn between leaving and staying. Both sides were filled with pros and cons, but in the end he had to do what was right by his people. Everyone needed time, especially him, to adjust, and when he had his thoughts and emotions sorted out, he would be back; Fury would demand it. He had to push the idea of going back to his world out of his mind, forget all the atrocities that took place and enjoy this second chance. There was truly nothing to go back for, but perhaps there was something, some people worth staying for.

* * *

Natasha dangled her legs over the side of the tower; the people in the street below tiny, bustling dots of activity in comparison to the serene calm that was around her. She could see why Barton was so enamored with this perch; she heard the archer step onto the roof, but waited for him to take a seat and offered him a beer instead of speaking.

"He left you know," muttered Clint after a moment, as he fiddled with his bottle cap trying to make peace with the idea of letting the man out into the world. All he wanted to do was keep him close, to know that he was safe, and to be certain that the man that had his back, in life not just out in the field was the one person he could trust and not the dizzying array of strangers that had been trying to fill the void left by Phil since Loki.

In her usual calm, detached nature, she replied before taking another sip of her own beer, "I figured he would."

"You're okay with that?" He huffed, slightly irritated as he seemed to be the only one concerned and against the idea.

"Not at all, but we have to give him some space to sort things out. He'll be back," Natasha declared softly, with the confidence that came from experience.

It was that reassurance that Barton wished he could have, that he could be as certain as she was; Natasha was the only person who had come back after leaving him, so he'd used up his miracle with that one. "How can you be sure?"

"We're his family. For better or worse, we're stuck together."

Clint raised his bottle, letting it glint in the light of the ending day. "I'll drink to that." They clanged their bottles together before sitting in silence as the sun set, and while neither mentioned it, a feeling of safety settled over them that had not been felt in over a year. They could only hope that the next year, and those to come after it, would be better than the one past and that their family, their family of three, would stay intact.

The End.

* * *

**Yay, Coulon's alive and going to be on TV tonight. This was my attempt to work Coulson back into the marvel universe before the TV series offers a different or any explanation. I wrote this story back in February before I knew about Agents of SHIELD, so didn't that work out nicely. Bonus for today, Iron Man 3 comes out. **

**So to all those people that I said there would be sunshine and rainbows at the end, see all that death and destruction was leading somewhere.**

**Thank you to everyone who read this story, especially if it wasn't your normal subject matter, and for giving it a chance.**

**Thank to all the reviewers for all your support.**

**Super BIG thanks to Midnightmoonwarrior for the amazing beta job and pushing me to make this story even better. Your hours of effort are very appreciated. **

**The next story will be _Birds of a Feather Flock Together_: Superheroes: a preposterous idea that sounds crazy in theory as well as practice. It would make sense that a group of mentally unstable individuals would create a fantasy world in which they were heroes that saved the world on a regular basis. If one was to pretend to be a superhero why would they go with archer but more importantly, Clint can't shake the feeling that it's all true despite the padded walls and what the doctor handing out the pills is telling him.**

**Followed by _Uneasy Lies the Head that Wears the Crown_. This one goes back to Barton's early days at SHIELD following the events from _Pound of Flesh._ There is a mole in Fury's organization which becomes very apparent when an important mission goes sideways leaving the Director of SHIELD unsure who he can trust and which operative is going to end up with a bullet and a shallow grave. Can he figure it out before his number comes up or will the mole claim innocent lives by framing their coworkers?**


End file.
